Fright or Flight
by DanniB
Summary: It's almost Halloween and Riley's first in San Francisco. She's been invited to got to a haunted house with her new friends, but can her emotions get Fear ready for the event? (previously titled That Halloween Feeling)
1. Chapter 1

**[Author's notes: Hey all. This used to be called "That Halloween Feeling" back when it was a one shot, but now it's turning into a full fledged story. I went back and made a few edits, mostly spelling and grammar and changing "the end"s to "to be continued"s. You don't have to read these all over again if you don't feel like it. Enjoy.**

 **All characters belong to Disney/ Pixar, not me]**

* * *

When Riley arrived home from school on that crisp, fall day, she was delighted to see that her father was already home when she spotted him in the kitchen.

"Hey, Dad." She called.

He turned his head and waved, pausing from unloading the bags of groceries piled around him.

"Hi monkey, how was school?"

"It was good…" She was about to expand on the statement, when she spied him hefting something large and orange onto the kitchen table.

\/

"What. Is. That?" Anger frowned with a snarl, pointing at the object that had raised his ire.

"It's a pumpkin, duh." Disgust answered, giving him an unamused roll of her eyes.

"I _know_ it's a pumpkin!" He huffed. "What I want to know is, why is there a pumpkin sitting there if _we_ didn't pick it out?"

"Dad picked a pumpkin without us!" Fear panicked. "What does that mean?"

"It means we aren't going pumpkin picking this year." Sadness sniffled, drooping her head.

Joy tried to calm the team, "We don't know that for sure, you guys. Let's ask about it."

/\

"What's with the pumpkin?" Riley asked with a hint of uncertainty.

Dad glanced at the gourd, then at his daughter, an apologetic grimace on his face.

"Uh, yeah. Honey, things had been pretty crazy at work with these random hours I've been getting. So I…" he hesitated. "We just won't be able to get out and go pumpkin picking as a family like we usually do every year." He stared awkwardly as her face fell to a frown.

\/

"I was right." Sadness sighed, practically melting into the console. "Goodbye pumpkin patch, goodbye hay rides, goodbye fresh squeezed apple cider…"

"First our friends think it isn't cool to go trick-or-treating, and now this." Anger fumed.

"Goodbye costumes and candy…" Sadness added, letting out a huge sob. Her blue glow dominated the control panel as tears puddled on the floor.

/\

"Hey, I know it's loosing a big tradition and another big change." Dad tried to console her. Placing an arm around her he guided her towards the pumpkin. "That's why I grabbed this big boy when I saw it at the Buy-n-Large. We can carve it together, just like old times. Gotta keep that tradition going right? We'll always have next year to find a pumpkin patch. And we can still put up the decorations we brought with us from Minnesota. It'll be fun."

\/

"See, Dad hasn't forgotten Halloween completely." Joy smiled. She pushed a lever forward, lifting Riley's mood considerably. "We can still make this a great first Halloween in San Francisco."

Sadness straightened up and wiped her eyes. "We're still not going trick-or-treating." She sniffled.

"Well, we could, but if our friends found out they'd label us an immature freak." Disgust clarified.

"What about the party Joanie invited us to? She said we can dress up for that. I bet we can put together a great costume, too." She summoned the memory of getting the invitation.

/\

"Yeah, I guess we can still have fun." Riley agreed. Suddenly she remembered what she had wanted to tell Dad before. "And my friend Joanie at school invited me to her Halloween party, and Amy's going too, so she's thinking we could all go to a haunted house beforehand."

"A haunted house, huh?" Dad sounded impressed. "I remember taking your mother to a few of those when we were dating…" he paused mid-chuckle, his voice taking a darker tone. "There…aren't any boys going with you, are there?"

Riley shrugged, "Jordan, maybe. I haven't asked him yet." She caught his cautious look and, understanding his implication, rolled her eyes. "Nothing like that's going to happen, Dad."

\/

"And if it did, it's none of your business." Disgust added, though Dad would never hear.

"Ohh, why did you have to remind her about the Haunted House?" Fear groaned, fretting. "I was hoping she'd forget and we wouldn't go."

"Oh, grow a spine. It's only a bunch of people in costumes going 'boo'." Anger frowned.

"Come on Fear, we'll have a great time." Joy said, patting his shoulder.

"But, what if it's so scary we scream and look silly in front of everyone?" He asked.

"You mean, make Riley look like _you_?" Disgust smirked.

"Everyone's going to be screaming." Joy ignored her and continued "That's the whole point. Getting scared is what makes it fun."

"But what if I make her _too_ scared? What if I over do it and she does something embarrassing?" He gasped, a dreadful thought coming to him. "What if I repeat the 'Gorilla at the Zoo' incident?"

Disgust gasped horrified. "We promised to _never_ speak of that again!"

Joy raised a hand, silencing any further comment. She looked to Fear sympathetically.

"That won't happen again, I'm sure of it. Besides, Riley's bladder is _way_ stronger now than it was when she was four."

His eyes darted about nervously before settling on her face. She took his hands.

"I promise. By the time we go to the haunted house, you won't be so afraid."

"Yeah... I'll probably be _terrified_." He sulked and shivered.

"You won't be. We'll just have to come up with a plan to get you ready. Then you won't need to worry about overdoing it. Riley will be the right amount of scared and we'll have the best night ever."

He gazed at the floor, uncertain. "I don't know…"

"It'll work, you'll see." She gazed out the view screen and got an idea. "I know what'll take your mind off it for now."

/\

"So…" Riley gazed expectantly at the Jack-o-lantern to be. "Can we carve the pumpkin now?"

Dad smiled. "Tell you what, Monkey. If you get the newspaper laid out by the time I'm done putting this food away. We can see about giving Mr. Pumpkin here a face."

Riley fist-pumped with glee and got right to lining the kitchen table with a double layer of old newspaper. She found the pumpkin carving tools in the junk drawer and got set to thinking of what sort of face she was going to etch into the gourd.

\/

"We should carve a scary face." Anger insisted. "Every year we carve a goofy smiley face and it always makes the house look like we're saying 'Happy Birthday' instead of 'Happy Halloween'."

"But happy faces are so much fun to do. And besides, it's not my fault you get out-voted every year." Joy smirked.

Anger grinded his teeth. "By 'out-voted' you mean that Fear is too scared of jack-o-lanterns to agree with me, Sadness wants your approval too much to disagree with you, and Disgust is too pre-occupied with the pumpkin guts to agree with _anybody_!"

Disgust shuddered, "Ugh, can we _please_ wear gloves this year?" she pleaded.

Joy considered this. "Okay, maybe it wasn't so fair in the past." She conceded. "Does anyone else want a scary face?" She asked.

Fear shook his head for no. Disgust was already wrinkling her face at the idea of pumpkin innards, but Sadness half-heartedly looked up.

"Um, actually…I have a suggestion of my own, if you'd like to hear it…"

/\

As the sun set over the neighborhood The Andersen family stood on the sidewalk, admiring their freshly decorated new home. Rubber bats hung from the windows, cobwebs draped in every corner, a smiling plastic skeleton hung on the front door. And the centerpiece of it all was the glowing Jack-o-lantern sitting by the doorsteps.

"I'm impressed Riley." Mom admitted. "I think we're the only house on the block with a wailing pumpkin."

Riley admired her work of art. After squeamishly dealing with the pumpkin's guts and seeds, she had managed to carve out a face that appeared to be in mid-moan. Dad had even let her use the knife by herself, (she had been extra careful with it, though.) Now she was content. She wasn't sure where the idea of a sad pumpkin had come from, but it seemed fitting. Something new, for this new part of her life. A new tradition, a new home, a new town.

A new memory, gold and blue, rolled into headquarters.

 **[To be continued]**


	2. Chapter 2

**[Authors note: Decided to add to this little story. This idea came to me sometime last night after I uploaded the first part. Enjoy.]**

* * *

"Was that a Christmas display?" Disgust asked, eyebrow raised in confusion.

"I remember a time when Halloween was Halloween and Santa didn't go sticking his nose in it." Anger grumbled.

"Guys, we're looking for costumes, remember?" Joy said, "Let's focus."

Riley made her way through the Buy-n-Large, searching for the costume department so she could find what she'd wear for Joanie's party next weekend.

Joy lit up when the racks of prepackaged costumes came into view.

"Ooh, there they are!" She squealed.

"All the good ones are probably gone." Sadness moaned.

"Oh, I'm sure we'll find one that's great." Joy waved her off and got to scanning the racks.

There were so many that looked good. She could hardly figure out which one to choose first. And of course, her teammates had opinions of their own.

"That barbarian costume's cool." Anger grinned, pointing to the picture on the package, noting the plastic sword in the child's hand. "Nobody would mess with us with Riley holding that."

Sadness read the print and sighed, "Accessories not included."

"What? Then why is it in the picture?" He asked. "That's false advertising."

"What about that kitten costume?" Joy asked. "It's so cute."

"Too cute. We don't want to look like a plush toy." Disgust flipped a switch and Riley focused elsewhere.

"How well do you think that knight costume's armor would hold up against a zombie attack?" Fear asked, narrowing his eyes analytically. "And how fast could we run while wearing it?"

"For the last time, the zombies at the haunted house aren't going to be real." Disgust groaned, exasperated.

"You never know." He snapped. "A real one could slip in and nobody would notice until it's too late!"

"Ooh, fairy costume!" Joy shouted, pointing excitedly. "Look at those sparkly wings!" The others looked, considering the choice. Joy grabbed a daydream disk from a bin under the console and placed it into a slot. An image of Riley wearing the costume appeared on the view screen before them. "We'd look perfect."

"I don't know." Fear mused, inspecting the costume's large wingspan. "We don't want to wear anything that can get caught on something... or grabbed by zombies."

"Enough with the zombies!" shouted Anger, causing Fear to flinch at his volume.

"Maybe if we wore a scary costume the zombies won't want to grab us, if they exist or not." Sadness offered, looking to avoid a conflict.

"You think they'd leave us alone?" Fear asked wide-eyed and hopeful.

"Maybe…" Sadness shrugged, not exactly beaming confidence.

It was enough for Fear to cling to. "Alright!" He smiled brightly. "Scarier-than-a-zombie costume it is."

"Hmm, not a bad idea. A spooky costume might even get us extra points in the 'we're not a trick-or-treating baby' department with our friends." Disgust added.

"Works for me." Anger nodded. "Ooh, that werewolf hunter costume has battle damage." He stuck in another disk, generating an imagined image of Riley clad in ripped leather, fake scars, a bloody dagger in one hand, and a disembodied werewolf head in the other.

Fear and Disgust booth winced.

"Fake blood is just as gross as real blood. No way." Disgust yanked it out.

Joy grimaced. "That one might be a bit too intense, Anger." She spotted a flowing gray dress with a large hood. "That ghost costume could work."

"That's not scary enough." He disagreed. "We might as well wear a bed sheet with holes."

Fear side-stepped between them, arms raised.

"Whoa, whoa, there. Have you forgotten? _I'm_ the expert on all things scary around here." He revealed a daydream disk in his hand, a cocky grin on his face. "I assure you _this_ is the most terrifying thing Riley could possibly dress up as."

He slipped the daydream into the slot on the console and the image on the screen shifted to Riley wearing the most unexpected thing the rest of the team could possibly imagine…

A clown costume.

"Isn't it horrifying?" He whispered.

"Sure is…" Anger said dryly.

Joy opened her mouth, about to explain to Fear that while _they_ had a phobia of clowns, it wasn't very likely Riley would be scaring anyone else wearing poofy pants, a rainbow wig and face paint. But before she could speak, Disgust chimed in.

"Oh yeah, it's scary." She said, hiding her sarcasm well. "But it might be so terrifying that Riley could accidentally catch sight of her own reflection and scare herself to _death_."

Fear's eye bulged. He gasped. "Oh my god, you're _right_! What was I _thinking_!?" He wailed, pulled the daydream from the console, and tossed it in the trash. Waking nightmare disposed of, he breathed a little sigh of relief. "Whew. Thanks Disgust. You really have a knack for catching the things I miss."

She delicately removed his sweaty hand from her shoulder, smirking knowingly at the group behind her. "Yes, you can all thank me later."

 **[To Be continued]**


	3. Chapter 3

[Author's note: I decided to continue this story. The title may change soon, so keep an eye out]

"They're here! They're here!" Joy danced around carrying a large cardboard box.

"What's here?" Anger asked, confused by the mid-day delivery. Joy beamed at the inquisitive eyes fixed on her, drinking in the attention.

"Oh, just the tools that are going to have us completely prepared to handle our upcoming Haunted House trip."

Fear took a nervous step back. "Um, What kind of tools?" he timidly asked.

She continued grinning as she placed the box on the floor and opened it, talking as she probed its contents. "I called Dream Productions and asked if they could send us some props from the Nightmare Department."

"Why do I not like where this is going?" Fear mused, apprehension tightening in his chest. His eyes widened with a small gasp as she pulled out a long rubber snake.

"I heard that if you expose someone to something they're afraid of over and over again, they'll eventually become desensitized to it and not be afraid anymore." She approached Fear with the snake. His heart leapt into his throat when she looped it around his neck, as if it were a scarf. "So we're going to take all the things that Fear is afraid of and keep showing them to him until he gets used to them. Then by the time we go to the haunted house, he won't overreact and Riley will have a great time!"

"Everything Fear's afraid of?" Disgust eyed Joy's box critically. "You should have ordered a bigger box."

Joy considered her words, "Well, this'll cover the haunted house basics anyway." She dug through it again, "Let's see, we've got snakes, rats, spiders, eyeballs, some creepy masks…"

"Joy, I have a bad feeling about this idea." Fear quivered. "I don't deal well with stress under normal circumstances. Adding random scary things to my daily routine _can't_ be good for me."

"I agree." Sadness hesitantly added. "Immersion therapy needs to be done slowly, or you risk causing trauma."

"We don't have time to go slow. We go to that haunted house on Saturday." Anger reminded her. Then he chuckled with devious delight. "Besides, it's not every day I get permission to spook the great purple chicken. This is gonna be fun!" He rubbed his hands together eagerly and rummaged through the box.

Disgust hovered next to him, peeking over his shoulder for something she could use that wasn't too gross. Everything she saw however was too scaly or slimy or, in the case of the ugly black spider Anger pulled out, way too creepy crawly.

"Here's a winner!" he proclaimed, holding the plump, hairy thing up by the thin wire attached to its back. Disgust recoiled.

"Ugh, don't get that near me!" She demanded.

"Why, is it too spooky for you?" He asked, grinning devilishly, inching it closer to her.

She retreated a step back. "This whole exercise is for Fear, not me, remember?"

He continued to advance on her. "And why not include you? If I can get the both of you used to spiders, who knows? Maybe Riley will want to get a pet tarantula."

"Ew, NEVER!"

"Come on, give it some love." He chuckled wickedly giving chase as she ran from him.

"You are so immature!" She shouted.

Fear watched their antics pensively, wringing his hands and gulping to settle the fluttering feeling in his gut. He felt someone approach from behind and yelped when he saw it was Joy holding an ugly rat puppet.

"So, are you ready?" she asked with an expectant grin.

"No. But that's not going to stop you, is it?" He stammered.

"Oh, when this is all over you'll thank me."

"I highly doubt that." He said, crossing his arms. He felt something brush against his hand. Looking down he was greeted to glassy, reptilian eyes staring at him.

"SNAKE!" He screamed, running around like a newly beheaded chicken. "Get it off! Get it off!"

Joy tried hard not to laugh at him as he wrestled with the rubber novelty he had somehow forgotten had been harmlessly around his neck for the last few minutes.

Then, she noticed Sadness gazing up at her with enormous eyes filled with doubt.

"This isn't going to end well." The blue one sighed, turning her head to the mayhem of the other emotions.

Disgust hand retaliated against Anger by whacking him with a couch pillow. He, in return, had doubled his efforts to expose her to his toy spider. "You wanna make it a fight then? Ooh, now you're gonna get it! This baby's going right in your hair!"

"Over my dead body!" She declared, walloping him another time with even more force.

Meanwhile, Fear was on the floor, somehow he'd gotten himself tangled up in the snake and was screaming every two seconds.

Joy sighed and plastered on a hopeful smile. "It's only just the start." She told Sadness. "Give it a chance. It'll work, I'm sure of it." She then ran into the fray, yelling, "Guys! They're only props, remember?"

/\/\/\/\/\/\/\/\/\/\

As the afternoon wore on, Sadness's doubts were validated numerous times over. Though Joy had tried to dismiss them early on;

Like when she shoved the rat puppet into Fear's field of vision while he was guiding Riley back to class after lunch and he reactively pulled a lever that made her startle and drop her books.

Or when a spring-loaded bat sprang out of his locker when he was getting paper for his clip board and he spent the next five minutes running around in a circle, annoying everyone else with his non-stop screaming about it wanting his blood. Not to mention the paper flying everywhere.

Or when Anger asked Fear to fetch a memory from the short-term racks, only for the purple emotion to find a shrunken head hiding behind it. This in turn caused him to knock several memories off the shelf, one of which he slipped on trying to flee the head, landing flat on his back.

Joy brushed them all off. Her plan would bare fruit soon enough, she convinced herself. But after her wind-up mouse caused both Fear and Disgust to crawl onto a chair to avoid it until Anger stomped on it, and a seemingly harmless "boo" while wearing a rubber clown mask had caused him to climb the memory racks until he was well out of anyone's reach, at which time he remembered his fear of heights and she had to climb up after him to coax him down, the lead emotion was beginning to see that frequent repeated exposure to scary things had driven her timid co-worker to the edge of his last nerve.

He now clutched the controls with shaking hands, his eyes darting about around him, distracted from his task of helping Riley focus during study hall. Joy gave him a piteous look, double guessing if she should use the severed hand she had been hiding behind her back.

"Um, are you okay?" She asked instead. He blinked at her twice, then his eyes narrowed.

"Do I _look_ okay to you?!" He snapped, voice squeaking, arms flailing. "You've been tormenting me all day, and now you want to know if I'm OKAY?"

She pulled back a little and let out a disappointed sigh, "I really thought this was going to help."

"By help, did you mean give me a _heart attack_?! Great idea Joy, by the time Riley goes to the haunted house, I'll be DEAD. Then you'll never have to worry about her being afraid of anything ever again for the rest of her life! Good luck with that." He crossed his arms, slightly hugging himself as he did so, and went back to tending the console, making Riley re-read a passage he had missed.

Despite her good intentions she couldn't deny the wave of guilt crashing down on her now. His offended tone, his defensive demeanor, she realized she had pushed him too hard too soon. Instead of strengthening him, her decision had left him threadbare and weak.

"Hey, it's not that bad…" She lifted her arms to him in an attempt to smooth things over with a hug. Only, she had forgotten the rubber severed arm she had been holding.

It lay now on his shoulder, where he took one look at it and let out a shriek, stumbled over his own feet, and falling on the ground. Still he frantically tried to pull himself away from her.

"Oh, I'm sorry! That one was an accident, I swear!" She apologized.

"Get away! G, get away from me!" He stuttered, crawling backwards until he bumped into something lying on floor behind him. Slowly and carefully he reached back to try and identify it. It was lumpy…and it was breathing…

"She sounds sincere…" Sadness sighed when he turned to look and saw her there. He startled but quickly recovered his senses.

"Sadness? W, what are you doing on the floor?" he asked, momentarily forgetting his pounding heart.

"Nobody was listening to me, so I decided this was the best place to reflect on my misery. Then it seemed like a good place to keep out of the way of all that running around going on. It all looked so tiring." She blinked slowly. "It's nice down here."

"Uh, yeah." He hesitantly agreed. He had been so pre-occupied with being on the lookout for his co-workers' pranks that he hadn't noticed she'd not been with them at the console for so long. And nobody else had seemed to notice either, an old habit they were all still trying to get rid of, which made him feel she was entitled to wallow in self pity as she was.

Joy's expression indicated she may have been thinking the same thing.

"Alright," The lead emotion said, "No more." She walked over to the box and tossed the prop appendage into it. She gave another look at her teammates on the floor: Sadness, whose warnings she'd ignored, and Fear, whose hands were still shaking even as he helped Sadness to her feet. She then turned to Anger and Disgust, her expression weary and defeated. "We're giving up on the Scare Plan guys. Put 'um back."

"Aw, really? But I had some real great doozies cooked up for Flinchy over here." Anger protested. Her glare did not falter.

Disgust happily relinquished the rubber knife she had hidden under her skirt. Anger grunted and pulled a toy dead lizard from his pocket.

"Oh, I know you've got more than that." Disgust sneered, pointing at him accusingly. He snarled at her, but Joy cut in before he could say anything.

"Anger, _all_ of it." She frowned, her tone like that of a scolding mother.

"Tattle-tale!" he spat at Disgust as he turned out his pockets to hand over a fake eyeball he'd been planning on sneaking into Fear's tea mug, a wind-up pair of chattering teeth he was going to drop down Fear's pants, and a creepy hairless baby doll he was going to hide on the couch under some pillows for Fear to discover whenever.

"And that's _all_ of it?" Joy asked.

"Every last stinkin' prop." He grunted through his teeth, obvious with his displeasure.

Satisfied, Joy sealed the frightening paraphernalia up and stuck the box by the delivery door to get picked up in the morning. She then approached Fear and placed a reassuring hand on his back.

"There. No more scaring." She told him softly. "We'll find some other way to prepare for the haunted house."

"Thank you!" He shouted with relief, wrapping his long skinny arms around her in a gracious embrace. "Thank you! Thank you!"

She smiled awkwardly as she dragged him a few steps on her way back to the console.

"I say you gave up too easily." Anger complained to her. "We knew he was going to freak out a few times. I bet if we drilled him a little longer, he'd learn not to be so jumpy."

Joy didn't give him an answer. She managed to pry Fear off her and resume lifting Riley's spirits amid the doldrums of Study Hall.

Anger shot Fear a glower, which only deepened when the purple emotion caught his gaze and flashed a smug grin. So the beanstalk thought he'd won, huh? The red square fumed, but then paused when in idea sparked in his mind. He calmed himself and turned back to the monitor.

"Well, since we wasted all that time on you, your royal cowardice, you can at least make yourself useful and help us make sense of this last paragraph." He pointed a blocky finger at the last batch of sentences on the page Riley was reading.

"What, this?" Fear glanced at it and read aloud; "Being one of the greatest pandemics in history, the Bubonic Plague of the mid 1300s was notorious for unleashing a rampage of death across Euro…"

SKREEEEEEEEE!

The words on the screen suddenly were replaced with the screeching face of an undead monster lunging at him.

Everyone jumped yelping in surprise at the purple-hued phantom. Everyone but Anger, who was laughing whole heartedly, his mirth aimed at Fear who had frozen on the spot, eyes wide, mouth open in a silent scream.

"Ha! Look at his face. How's _that_ for scare therapy? He never saw it coming."

"Uh, none of us did." Disgust glared at him. Sadness and Joy too, looked perturbed and disappointed with him.

"Anger, what was _that_? I told you, no more scaring Fear. And why did you use a memory? You know Riley could see that." Joy stalked over as she scolded him.

"Did you really have to remind her of that zombie movie we watched over the weekend?" Disgust added incredulously, "She was just getting over how scary and gross it was."

"Now she'll start having nightmares again." Sadness frowned.

"What? Come on, Riley's fine." Anger tried to defend himself "And a nightmare never hurt anybody."

"If Riley's fine, then why won't the memory go away?" Disgust repeatedly slammed the return button, but the memory remained in the projector, the room still engulfed in its violet glow.

She and the others looked over and saw that Fear hadn't moved, remaining stiffened with a slack jaw, eyes unblinking up at the screen. He was a statue with horror etched on his face. His hand was pressing down on a button, leaning his weight onto it.

"Fear, you can let Riley relax now." Sadness tugged gently on his sleeve. He didn't answer, nor acknowledge that she had spoken to him.

"Great, you _broke_ him." Disgust accused.

Anger snorted, "I didn't 'break' him." He turned to Fear and yelled, "It's just a memory, Beanpole! Suck it up and let go of the controls already!"

Fear didn't react, but Sadness flinched and sniffled and frowned.

"Yelling at him isn't helping." Joy reprimanded him, then she sighed. "Go to your time-out corner."

Anger stared in outrage. "What?! For this? _He's_ the one making everything difficult!" He yelled, gesturing to Fear.

"I gave an order and you disobeyed it. Corner. Now." She stood her ground, pointing to the square, Anger-sized cubbyhole in the corner of the room.

Anger fumed, giving Joy a stubborn stand-off until it became clear she wasn't about to reverse her decision. He let out one last snarl before turning on his heals and stomping to his corner, muttering to himself about how unfair she was being.

"Fear, Anger won't try scaring you anymore… Can you hear me?" Joy shook his shoulder a little, but he was still unresponsive.

"He's gone catatonic." Sadness cried, hugging his free arm. "We may never hear his voice ever again!" she leaned into him, sobbing sloppily, tears soaking his sleeve.

His fingers twitched slightly and he began to slacken. He blinked, pupils growing from pinpricks to the deep pools of confusion as he returned to reality.

"Oh Good, he's okay." Joy smiled, relieved his freeze up hadn't been permanent as Sadness had proclaimed.

" _Are_ you okay?" Sadness asked him meekly, hesitantly releasing his arm.

He regarded her silently, perplexed as she stared at him with her large inquisitive eyes. But his attention was stolen away by the realization that his hand was still pressing on the console button.

He jerked it away with a gasp, the purple hue fading instantly. This time when Disgust prodded the return button, the memory was effectively banished back to Long Term, though Sadness could have sworn it looked a bit brighter now than when it had arrived. She decided not to mention it however, as Fear was already fretting his actions and stumbling backwards away from the console, mumbling incoherently to himself.

"There we go. Memory's gone. Everything's all better now." Joy tried to defuse the impending freak-out by focusing on the positive of the situation, but it didn't stop his muttering or pawing at his face, or inevitably screaming and running up the ramp to the sleeping quarters, slamming the door behind him.

"I told ya, I didn't break him." Anger stated from his corner. "Can I come out now?"

Joy lowered her brow, unable to hide her frustration any longer. "No." she sighed flatly. She stepped forward, ready to follow Fear and cajole him out of the bedroom, but Sadness gently took her arm and gave her a knowing look.

"I think he may need some time to himself."

Joy paused and knew instantly her teammate was right. An afternoon of ignoring Sadness's better judgment had proven disastrous. So, despite her own instinct to try and fix everything right away, she left the situation to sort itself out.

"Yeah, you're right. Fear will come out when he's ready." She gave Sadness a confident smile. "He couldn't have been spooked that badly, right?"

Sadness gave a quick nod but frowned when she caught sight of the glowing purple orb dropping down into Long Term Memory to get filed away by a random mind worker who wouldn't give it a second thought.

Its presence down there made her uneasy, but Joy had been so discouraged already today, that Sadness declined to voice this feeling and instead be happy the lead emotion was listening to her now. Why ruin the mood with more bad news?

Maybe it had only been her imagination that the memory had gotten brighter. Maybe, even if she wasn't mistaken, it wouldn't mean anything for Riley. But she had the sinking suspicion that it _would_ mean something, and worse, there'd be nothing that could be done about it when it chose to happen.

[To be continued]


	4. Chapter 4

[ **Author's Note: Just letting everyone know this used to be called "That Halloween Feeling" The title was changed since I decided to turn this into a full story. Only made a short update this time. Still working on where I want this to go. Thanks for all the feedback.]**

* * *

The bedroom was quiet, save for the soft whimpering coming from under the tented blanket where Fear was huddled. Beneath the thick comforter, hidden from plotting teammates and other frightening forces, he began to feel his heartbeat calm and his breathing steady. He clutched his teddy bear to his chest, the fur on its ears worn off from years of worried rubbing, but his fingers paid no mind and they practiced the habit while he tried to reclaim his composure. The freshness of the horrors that had overwhelmed him in Headquarters faded from his mind like a tide ebbing out, but now he was left with a beach of regrets to ponder.

He had, as he predicted, failed to not overreact to Joy's attempted preview of the house of horrors that Riley would be going to Saturday, which would undoubtedly be ten times more frightening than anything his coworkers could cook up in their imaginations. Dread tightened inside him as he anticipated that impending disaster.

On top of that, he had frightened Riley for what was ultimately no good reason. His involuntary reaction to Anger's prank had disturbed her, reawakened the horrid thoughts associated with the walking dead coming for her, even if those thoughts were as fictional as the movie that had inspired them. Sure, he could have blamed Anger for recalling the memory, but really he could only blame himself for how he'd reacted. To that and everything before it.

The humiliation burned in his chest, working its way up his throat to his cheeks and behind his eyes.

While he knew he needed to go back out there, resume his duties, it was too soon to be sure what they thought of him now. He wasn't yet ready to face Disgust's judgment, Joy's disappointment, Sadness's pity, and whatever mockery Anger most likely had in store once he was freed from time-out. Riley still had some time before the end of study period, she'd be okay without him until then, he decided. It was best to give himself some time to settle down and gather his thoughts.

To help calm down, distract his mind from his lurking worries, he turned to the light source illuminating his makeshift hiding spot.

He knew he'd get into trouble if anyone knew he had it, but he justified its possession by also knowing there were dozens just like it down in long term, many of which had probably been discarded and forgotten for being redundancies.

The memory was yellow, faded from age but still bright enough to light the small space. Riley, here a toddler, begging Mom to "please, read it again." Their girl had just discovered Good Night Moon at the library and had become _obsessed_ with it. Every night for nearly two months she had gotten Mom or Dad to read it to her ad nauseam and, even at bedtime, she was rarely satisfied with a single performance.

"Please, please. Just one more time?" The remembered Riley pleaded.

"And then you promise you'll go to bed?" Mom had asked.

"Promise." Little Riley had agreed.

Mom opened the book a second time and began reading,

"In the great green room there was a telephone, and a red balloon, and a picture of the cow jumping over the moon…"

Her voice was soft and melodic, filled with love and patience. It was exactly the kind of comfort he had been craving. He held his teddy bear close with one arm, the other around the memory nested in his lap. Mom's voice filled his safety bubble beneath the blanket where, for the moment, all external worlds faded away. With the regular tempo of Mom's reading, he began to feel drowsy. He hadn't been sleeping well in the nights since Riley had watched that zombie movie, and Sadness had been right about all that running around being scared out of his wits all day being exhausting. Before he was aware of it, he had nodded off, Mom's reading coming to a close,

"Goodnight stars, goodnight air, goodnight noises everywhere…"

 **[To be continued]**


	5. Chapter 5

**[Authors note: Another chapter done. Some of you may notice references to the Inside Out tie-in books "Joy's Joy/Simply Sadness" and "Forget This" in this chapter. I like using the books as a world building tool, even though "Forget This" has multiple endings and therefore most likely isn't cannon. It still has some good moments, if you haven't read it yet, I'd suggest reading it.]**

* * *

"So, what kind of things did you do for Halloween back in Minnesota?"

It was an innocent enough question. One at which Joy had eagerly summoned up every fall memory she could think of to help Riley answer it.

Their Girl was sitting with her friends in the school library, chatting it up as they got a head start on their homework. Riley was thankful for the company and the distraction. The chapter in her history text book about the Black Plague had reminded her of that super gory zombie movie she had watched with Dad last Friday night and she was glad to have something else to focus on for a while.

"Well, there was this HUGE pumpkin farm we'd go to every year." She explained excitedly. "There were hayrides and a massive corn maze and a petting zoo with baby goats. And they sold candy apples and sweet corn and we'd pick apples. And every year my parents would let me pick out the biggest pumpkin I could find…"

Her expression sank at these words.

\/\/\/

The bright gold memory suddenly shifted to a depressing blue, washing the room in its dim hue.

While she knew she should have expected it, Joy still cringed. Sadness gave her an apologetic stare when she glanced back to see the melancholy emotion's handiwork: a now blue fall memory sitting in the projector.

"Sorry," Sadness sighed, "But we couldn't do that this year. And we'll never see that farm again. It's so sad…" She sniffled and wiped her eyes with her sleeve.

"It's okay Sadness, really. We were still able to carve a pumpkin though," She summoned up the yellow and blue swirled memory with a flourish and a grin. "And we'll make a whole bunch of new fall memories that'll be just as great as our old ones, you'll see." Smiling, she took control of the console again.

/\/\/\

"Dad brought home a pumpkin from the supermarket for us to carve this year." Riley said somberly. Then, perking up slightly she added, "And I'm really looking forward to your party this weekend." She turned to Joanie, who smiled back, tucking her blue-dyed hair behind an ear.

"Well, you'd better be prepared to have your mind blown." She grinned. "Every year my parents go bonkers with the decorations and the snacks and the party games. They even bought huge bags of candy to give out as prizes for the games and for who has the best costume."

Riley grinned at that. "Well, I got a pretty good one picked out." She boasted.

"It can't be better than mine." Amy challenged. "It's so scary, that when we go to the haunted house, people are gonna think I work there."

Riley deflated slightly. She really wanted to go to the haunted house with her friends, but something made her feel anxious every time she thought about it.

The bell rang and the girls packed up their book bags and said their goodbyes. Riley walked home slowly, contemplating how she felt guilty she hadn't told her friends about her reservations about the haunted house. But, haunted houses are supposed to be scary; it'd be dumb to not expect to be scared. And now _she_ felt dumb. When did Halloween become something so complicated? She turned her eyes to the sidewalk and yearned for the easy fun of trick-or-treating and the simplicities of Halloweens back in Minnesota.

* * *

The sudden shrill sound of a bell ringing woke him with such a start, Fear yelped and nearly jumped from his bed, tangling himself up in his blanket in the process. Recomposing himself he realized the bell meant school was over and Riley would be walking home now.

He couldn't hide any longer; busy crosswalks, reckless drivers and uneven sidewalks all called for his attention. He quickly remade his bed and carefully hid his contraband memory under a pile of clothes in his dresser drawer. He straightened his bowtie, took a deep breath, and exited the safety of the bedroom.

* * *

"Oh, Mrs. Ulrich always had the best candy." Joy reminisced, gazing at the monitor showing a golden memory of an elderly woman handing out candy to a seven-year-old Riley.

"Yeah, she gave out the jumbo candy bars." Anger chuckled. He'd been let out for good behavior. "She knew that 'fun size' is an oxymoron. They aren't fun, and anyone who gives them out is a moron!"

"At least tiny candy bars are better than the _raisins_ Mr. Alberts gave out." Disgust sneered.

"Raisins never get any love…" Sadness frowned, reaching up and changing the orb and its projection from gold to blue. Others like it were gathered on the floor. Halloween memories had been summoned at Sadness's request that Riley needed to reflect, to get over her past Halloweens before she could be ready to embrace the one forthcoming. Joy had indulged her, knowing the importance of not clinging to the past, but also hoping they could get it all done in one shot, as it was still uncomfortable for her to see those lovely happy memories turn to gloom.

Sadness contemplated each sphere with reverence as they turned cobalt beneath her fingers, giving each one a gentle caress as she removed it from the projector and added it to the pile. The room filled with gold again as a new happy memory took its place; a ten-year-old Riley smiling proudly as she wrapped her limbs with toilet paper.

"Our mummy costume! Riley was so clever coming up with that one." Joy smiled nostalgically.

"And then it rained and it all got ruined." Sadness sighed mournfully.

"Ick, trying to trick-or-treat all that wet toilet paper sticking to us, yeah, we can _so_ get over that one." Disgust plucked the memory out and practically threw it at Sadness who barely caught it.

"But what about the year before that?" Joy asked, summoning the next memory. "We got to go as a princess."

"Only the costume company got Mom's order wrong and sent us a _pink_ dress instead of the yellow one we asked for." Anger grumbled.

Indeed, when the memory dropped into the projector, it filled with room with a blazing red. It turned blue instantly when Sadness touched it, but it retained a spot of red coloring still at its core. A furious memory, now simply disappointed, Anger seemed pleased with this outcome. Joy however was silently envious.

Angry and Disgusted memories always held on to a touch of their original color when Sadness did her thing. Like Riley wanted to remember how she first felt when they were formed, even though they now made her feel sad. And while Joy had never seen Sadness get the opportunity to change a Fearful memory, she assumed they got the same mercy.

Happy memories however gave no resistance, turning blue entirely, sometimes before Sadness completely touched them. It made Joy feel as if Riley were giving up on her too easily.

"Oh ho! Look who decided to come out of his hole and didn't get scared off by his shadow." Anger smiled, spotting the familiar silhouette descending the ramp-way. "Spring must be coming six weeks early this year."

Fear scowled at Anger as he rejoined the group. He yearned to make a clever comeback, but he also valued his body staying in one piece, so contented himself with glowering scathingly at the brick instead.

"Did I miss anything?" he inquired to Joy with a more civilized manner.

"We were reminiscing on Halloweens come and gone… So much gone…" Sadness sniffled back some tears but looked ready to start bawling at a moment's notice, cuddling up with a newly blue memory of five-year-old Riley playing with a broom-stick horse that completed her cowgirl costume.

Fear took a moment to make sure Riley stopped at the cross-walk and waited for the light to change before letting Joy summon the next memory.

The monitor lit up with a heartwarming scene of Riley, still in her cowgirl outfit, sitting at the kitchen table of her old Minnesota home. Seated across from her was Dad, handing her a steaming mug. The two drank quietly, smiling at each other. Joy sighed lovingly, hands clasped over her chest.

"Oh, …the Apple Cider memory." She cooed, "It was cold that year and when we got home Dad was waiting for us with hot apple cider. It was so nice." She felt all warm and toasty, but the feeling went cold as she realized it was another memory she would have to give up. "Oh, I can't watch. Just take it!" She tore the orb from the projector and shoved it into Sadness's hands, surprising the smaller emotion who had been absorbed in watching the touching image as well.

"Ah yes. I remember that night." Fear mused fondly. "That was right after Dad saved us from that scary hobo."

His smile dissolved once he noticed the others staring at him as if he had just announced he was going to sprout wings and fly to Saturn. He cringed with anxiety, wondering if he had breached a taboo subject, like he had with the 'gorilla at the zoo' incident.

"Dad did _what_?" Anger quizzically raised his brow.

"Don't you remember?" Fear straightened himself out to explain. "When Mom brought us home, there was a big scary Hobo hiding in the kitchen and he jumped out at us! If Dad hadn't shown up and scared him away who knows what could have happened." When their looks of confusion didn't fade, a jumble of nervousness, awkwardness and outrage churned within him. "None of you remember this? We were _this_ close to getting kidnapped and sold into…HOBO SLAVERY!"

"Hobo slavery?" Disgust asked disbelievingly.

Hearing it come out of her mouth it was like a slap in the face for how silly it sounded. He frowned, lip quivering. He wasn't going crazy, right? "It happened!" he insisted. "I'll prove it." He turned back to the console and hit the recall button. Nothing happened. He hit it again, really focusing on the event in mind this time. But still, nothing dropped into the projector. "I swear it really happened!" He cried out, hammering on the button repeatedly to no results.

He was in a full panic now. Something was faulty, but was it Riley's memory or his own? Either way his teammates most likely thought he was going loony. And if they couldn't trust his memory, what else about him would they stop trusting? His mind flashed back to his freeze up earlier, another mistake he had made. His imagination filled with horrible scenarios of getting fired, forced out of headquarters in a straightjacket, locked away in the subconscious, taken away from everything he knew and loved…

He felt hands on his shoulders and realized Joy was guiding him away from the console.

"Hey, relax. That memory probably faded and got sent to the dump." She explained.

He felt his nerves settle. "Heh, of course, that makes total sense." He said, relieved. "Way more likely than me losing my mind." He quickly regretted saying that last part out loud, but Joy at least hadn't seemed to notice.

Disgust looked at Fear and said, "I wouldn't mind Riley fearing Hobos. They never bathe and they eat _beans_." she gagged, "I don't even wanna know what they smell like. Just be happy our friends don't know about our clown phobia. That would _kill_ our social life."

Fear winced. Would there be clowns at the haunted house? Spooky clowns with painted smiles and jagged teeth, jumping out from every dark corner? If there were and Riley's friends saw how they scared her, surely there'd be teasing, then would come the gossip, becoming an outcast would undoubtedly follow.

"Guys, let's not focus on things that may or may not have happened, or may or may not happen in the future. Let's focus on the _now._ We have hockey practice this afternoon. So let's put away these old memories and get ready to make some great new ones." Joy scooped up a blue memory from floor and took it to the recall tube. She gave the once happy orb one last mournful gaze before taking her own advice and sending it away.

"Joy, what did you want me to do with this one?"

She turned to see Sadness standing behind her holding the Apple Cider memory up to her. To the bright emotion's surprise, it was still yellow.

She couldn't believe it, she was quickly overflowing with confusion and relief and guilt and ultimately settled to her default of overjoyed as she greedily snatched up and examined it. Not a blue smudge, dot, or _anything_ disrupting its perfect golden surface.

"It… it's still happy. You didn't change it?"

Sadness shrugged nonchalantly, "It didn't want to be sad." She replied.

Joy took the explanation with a wide grin on her face. She really didn't care the reason, she was too giddy admiring the memory that was still hers.

"Oh Sadness, you didn't have to! Thank you!" She swooned, twirling and hugging it to her chest.

"You don't have to thank me. It…" Sadness started but trailed off with a sigh as she saw it was obvious Joy was no longer listening to her.

"Riley can still look back on this one and with a smile and know life was good and life is gonna keep being good and everything is wonderful isn't it…" She halted her babbling when she noticed the others giving her odd looks, mainly because she was cradling the memory in her arms like an infant, speaking mostly to it than anyone else.

"Uh, eh… not that I _don't_ want Sadness to make old memories sad." She quickly redacted. She turned to Sadness again "You did a great job today Sadness. Without you Riley wouldn't be able to let go of her old Halloweens and move on with her life."

"Good, so we can move on to thinking about how we're gonna kick butt at hockey practice so today won't be a complete disappointment?" Anger asked, assisting with the wrangling of the collection of orbs on the floor and sending them up the recall tube.

Fear picked up a sphere and examined it a moment. Not paying much attention to the memory playing within, but rather admiring the fact that the otherwise happy image was bathed in blue. Around him he spied formerly angry and disgusted memories as well, now mostly sad.

 _Let go and move on with her life_ …

He quietly regarded Joy's words and contemplated the sphere another moment, an idea forming in his mind, before sending it up the tube.

He mulled over his new thought as he eyed the box of scary props at the delivery door and the purple memories sitting on the short-term racks and became more convinced. He'd have to assess this plan carefully, but the theory was sound, and if he could pull it off before Saturday, his and Riley's experience at the haunted house would be no trouble at all.

 **[To be continued]**


	6. Chapter 6

**[Author's note: Hi everyone. Been kind busy, but got this chapter done. Between this and the last one however, a new IO choose-your-own Adventure book came out "Sadness Saves the Day". And Like I did with the other books, I'm using some of the info from it to flesh out my story. Two of Riley's new San Francisco friends were named, also her school gym coach, so their names will be popping up in this story. Other things to note, it's confirmed (as much as a choose your own adventure book can be considered cannon) that the emotions DO share a bedroom and wear pajamas at night. I was originally going to have them wearing PJs in my last story "Emotion Sickness", but cut it out because I wasn't sure they ever changed clothes, now I know they do. Anyway. More to come, so stay tuned. Be sure to review.]**

* * *

After lights-out, once he was sure the others were asleep, he snuck to the shelves and grabbed every mind manual he thought would be useful in researching his theory. He wouldn't jump into this willy-nilly. He knew from experience that success could not be guaranteed by good intentions alone. In fact, he knew _too_ well how good intentions without careful planning could fail spectacularly. His insides squirmed thinking on those events, but he pushed the memories from his mind so he could focus on his reading.

He read quietly, tented beneath his blanket, flashlight aimed either at the binder he was examining or the clipboard he was taking notes on. Occasionally he'd stop his scribbling to listen for signs of his roommates waking up, but only a few false alarms disrupted his work.

By the time Riley woke in the morning, Fear had read through six mind manuals and had written fourteen pages of procedures, proposals and possible pitfalls he needed to be aware of to implement his plan. He sat back and admired his work. He had to admit, he had impressed himself.

"Up and at 'um everyone!" Joy shouted, eagerly leaping out of bed. "Today's gonna be another beautiful, amazing day!"

Anger and Sadness, however, were a bit slower to rise and get into their work clothes. Fear patiently waited for them to leave the room before uncovering himself and organizing his paperwork.

As the team made their way down the ramp to the main area, they were greeted by Disgust who had been on dream duty that night.

"Riley's brushing her teeth, delivery came, and that awful box is gone." She addressed Joy, then paused as Anger passed her. "And speaking of which…" She grabbed his newspaper from his hands, rolled it up and smacked him over the head with it. Then offered it back to him as if she had done nothing wrong.

"Hey! What was THAT for?!" He growled, snatching it back.

"That was for the stunt you pulled yesterday." She explained. "Because of you, Riley had zombie nightmares again. It was hideous. Hoards of oozing, shambling, yuck! And some had pumpkins for heads, barfing out _pumpkin guts!_ " She shuttered, "Do you have any idea how horrible it was for me to sit through?"

She gave the brick-shaped emotion a glare but he was immune to her theatrics.

"You're scarred for life, I'm sure." He shrugged, unaffected, rolled his eyes and squeezed by her. She sighed, irritated, and continued up the ramp.

"I need to freshen up. Make sure Riley doesn't drown her cereal in milk while I'm gone. After last night, the last thing I want to see is a bowl of mushy Frosted Corn Poofs." She sauntered past Fear who almost bumped into her as he balanced his stack of mind manuals in his arms.

He replaced each one, careful to shelve them where he had found them.

"I like to read mind manuals when I can't sleep either…" Said a voice from behind that startled him. Turning, he saw Sadness standing there. "Is your insomnia acting up again?" She asked, genuinely concerned.

He paused to consider his answer. His plan was still in its infancy and he was reluctant to unveil it to the others just yet. What if it didn't work? He didn't want to get their hopes up, especially Joy. No, best to keep it to himself for now than risk embarrassing himself like he had with his so-called "brilliant" idea to use ordinary hockey memories to fill in for the at-the-time missing Core memory for Hockey Island. Almost half a year later, and he still felt the bruises…at least the ones on his ego.

"Well, I haven't been sleeping well lately…" He told her. It wasn't a whole lie, so he felt it helped him avoid the real reason for his all-nighter comfortably enough. Quickly, he changed the subject. " _You_ have trouble sleeping?"

With the way she could lie in bed like a log through Anger's snoring, or the times he'd wake up screaming, he had always assumed finding sleep was never any trouble for her.

"Well, not so much falling asleep… but sometimes I wake up in the middle of the night and feel sad and lonely, so I read to myself to take my mind off of it… or I just lay in bed and cry to myself until I fall back to sleep" She noticed his uncomfortable frown. "Oh…I'm rambling about myself, aren't I? I'll stop." And away she shuffled before he could say anything.

* * *

Once Riley got out the door and to school with no incident, Fear was the first to leave the console. He had a serious and thoughtful expression on as he sat on the couch with pen and paper. To the others he was simply writing things down on his clipboard as he usually did everyday, so they paid him no mind. Except for Sadness, who would occasionally slip behind him when she was checking memories or aimlessly wandering due to there not having much need for her at the console while Riley was daydreaming in science class.

She'd noticed the list he was making and how it contained many things Riley was afraid of. But what made it odd were the notes he was leaving under all the subjects.

[Spiders:

[For- Many are poisonous- Many hide in places like your shoes –Lay eggs in you ears! (maybe)

[Against- Sometimes kept as pets

[Verdict- Keep

[Wolves:

[For-Vicious carnivores-Can rip you apart

[Against- Not common in San Francisco

[Verdict: Keep- Riley may go camping someday

[Werewolves:

[For-Intelligent- Can rip you apart-Werewolfism is contagious if bitten

[Against-Possibly fictional

[Verdict- More research needed

The list went on like this. Most entries finished with the verdict of "keep". She also noted that every so often, he'd start an entry for "clowns" only to cross it out and move on to a different subject. Every time she made her way by him, it seemed he was becoming more and more frustrated with what he was writing. The list was getting longer and with each page he filled he'd read it over with a disappointed sigh or an annoyed grunt.

What was he doing that was making him so unhappy? Should she ask him about it? See if he needed any help? Or would he be upset that she was butting into his business? Would he think of her as rude for reading over his shoulder at something that may very well be private? She didn't want to make him mad at her, but it pained her to see him getting progressively downtrodden like this, hearing him as he muttered to himself;

"No, no…this isn't going to work…there has to be more than this…"

She had just worked up the nerve to ask him what he was up to when Joy called everyone over to the console.

"Hey, guys! Gym class!"

Riley lined up with her classmates in front of Coach van Saders.

"Alright class, today we'll be doing the rope climb." He explained, gesturing to the thick rope hanging from the gymnasium ceiling beside him.

Fear stared it up and down, his mind immediately flooding with questions:

Could it hold Riley's weight? Was the coupling holding it to the ceiling secure? Were the mats on the floor able to cushion a fall from the highest point? Could EMTs get to the school fast enough if Riley fell and missed the mats entirely?

"The rope climb isn't just about upper body strength." Coach continued, "It's about endurance and coordination. Your arms need to work with your legs or else you'll tire out before you get very far. Now, I've marked off the rope every five feet and there's a bell at the top to ring if you manage to get that far…"

"I bet I could get to the bell quicker than you." Challenged Sam, one of Riley's friends who happened to also be on her hockey team.

"Ooh, is that a challenge?" Anger smirked at Joy, who was beaming with excitement.

"You're on." Riley accepted eagerly.

Fear frowned at this. He was already chagrined that Riley had chosen to get in line next to her friends rather than all the way at the end which would ensure she'd either go last or better, the class would end before she even got a turn. Of course he didn't voice his objection, especially with Sam's challenge on the table. Anger surely would have overruled him with a yank of his nose or a punch to the gut with some insult regarding his cowardice.

The first few kids to go before Riley didn't fare very well. A skinny girl with braces only got to the first five foot mark before giving up and a red haired boy couldn't even pull himself up past the starting knot. A chubby boy with dark hair surprised everyone by getting half way before tiring out. Then it was Riley's turn.

"Alright, time to show these chumps what a rope climb really looks like." Anger boasted, taking his place at the controls. Joy was already primed to join him in boosting Riley's confidence.

Fear took a deep breath. He knew there'd be no backing down. No chance to convince the others to have Riley come up with an excuse to not participate. He also knew; if he wanted his plan to be successful, he had to prove that he could handle himself under pressure. He exhaled slowly. This was his chance.

"Okay, just a little vertical physical activity. The school wouldn't allow this if it wasn't safe." He assured himself. "Yeah, we can do this. Just, don't look down."

Riley approached the rope and looked up. Far up and away she could see the bell, her target. How great would it be if she were the first in her class to reach it? A smile took her face as she thought about how impressed her friends would be. She took the rope and mounted it, feet wrapped on the starting knot. The coach blew his whistle, signaling she could start.

With a heave of arms, strong from years of gripping hockey sticks, and a push from her legs, sturdy from balancing on skates for nearly her whole life, Riley began to ascend. Her classmates cheered her on as she reached the half-way point, filling her with even greater excitement and ambition. She was going to do it!

"Whoo! You go Riley!" She heard Sam call from below. She was tempted to turn her head and look down at her friend, but a cautious thought passed through her mind telling her 'don't look down!' She observed it; after all, she was almost at the top. Looking up she could see she was only a few more feet from the bell. Gathering her strength, she pulled herself towards it. The cheers of her classmates grew louder as she drew herself upwards until the chain attached to the bell was within reach. She gripped it and gave it a tug, filling the gymnasium with a ring of victory. Applause and ovation followed.

Riley smiled from ear to ear. She was brimming with pride and elation. She was the star of gym class! The plaudits were intoxicating and without really thinking about it, she turned her head to look upon her admirers…

Fear tried to bite back the urge to look at the monitor when Riley's gaze turned downwards, covering his eyes and trying hard to think of something else, _anything_ else. But he was quickly overwhelmed by the desperate need to peek. And the tiny glimpse through the cracks between his fingers was enough to reel in his full attention.

Riley now had a full view of exactly how high up she was, and suddenly that tiny voice in her mind that had been whispering 'don't look down' was now screaming;

 **"Oh, my goodness, this is crazy! We shouldn't be up here!"**

Fear scrambled to check gauges and hit buttons. He was sure Riley's arms could give out at any moment. He activated a rush of adrenaline to ensure she could hang on long enough to get down safely.

"We're fine." Joy insisted. "Let Riley enjoy this." She shifted a fader, turning his input of dread into excitement.

"She can enjoy this once we're not dangling twenty feet in the air, at risk of breaking her neck!" He pulled a lever towards him and Riley hugged the rope for dear life, the reality of a possible fall piercing her senses.

Disgust rolled her eyes at the purple orb that came clunking in.

"We are not letting Riley have a panic attack right after impressing all her friends." She scolded him, driving a lever forward.

Riley frowned. She couldn't loose her cool now. All her friends were watching, their praise still echoing through the gym. She furrowed her brow with resolve; she could make it down just as easily as she had gotten up. Reversing her movements, she lowered herself carefully.

"Slowly, take it easy…" Fear guided, nervously.

"Ugh, I'm _doing_ that. Now stop talking, you're voice is distracting me." Disgust stated, her button pressing in concert with his.

When Riley's shoes were back on solid ground, Fear let out the heaviest sigh of relief. "Oh, thank goodness, we made it."

"Of course we did. I wasn't going to let Riley fall off in front of everyone. Her friends wouldn't ever let her live it down if she had." Disgust said, matter of factly.

 _If Riley had fallen off, she might not have lived, period._ Fear thought to himself, quickly grabbing his clipboard and scribbling:

[Heights:

[DEFINATLY KEEPING!

"Great teamwork you guys." Joy praised. "Riley got up and down safe and her whole gym class thinks she's awesome!"

"It's almost nice enough to ignore how much the rope burn hurts." Sadness added.

Fear turned back to the view screen. Riley was surrounded by her classmates, showering her with congratulations, pats on the back and high-fives. If he had made her freak out on the rope, which he had been very close to doing, she would have looked foolish in front of everybody. She would have been the subject of ridicule rather than the class celebrity she was now.

He looked to his notes. If only he could pick out the right things, then he'd be able to give Riley more moments like these.

He then looked to Disgust. She had managed to balance out his incoming panic with her usual level-headedness. She had cut off an impending argument with Joy and salvaged Riley from what could have been a disastrous turn of events. She always had a good eye for decision making, whether it was picking out the right people to talk to, making sure Riley made the best choices in the cafeteria at lunch, or the other day when she had stopped him from putting Riley in a clown suit for Halloween. He eyed the pile of papers he had left on the floor and sighed with resignation. As much as he had wanted to do this on his own, he now had to admit he needed help.

 **[To be Continued]**


	7. Chapter 7

**[Author's note: Whew, this chapter took a while. Had some trouble getting it all to come together in a way that sounded good, but I like it now and I hope you do too. Please review.]**

* * *

He waited for Riley's next class to start, so she'd be safely tucked into her desk doing math and not in need of her emotional support for a least a little while.

Their girl was still riding the high of her achievement in gym class while Joy danced about with the bright yellow memory orb of her classmate's praise. Anger had settled into his favorite chair with his newspaper, ' _Riley Climbs to New Heights in Popularity!_ ' the headline proclaimed. And Sadness sank into the couch staring blankly into her own thoughts. They all appeared significantly distracted enough for him to make his move.

He cautiously approached where Disgust was sitting, checking her hair and eyeliner in her compact mirror. His hands tightened on his clipboard as he hesitated. His mind racing with reasons why he shouldn't bother her; worries that she'd think his plan was dumb and insult him, maybe even laugh in his face. He gathered all his determination with a cleansing breath and spoke.

"Um, Disgust…"

She turned her eyes to his and he froze. It wasn't a long pause, but it was long enough that her face scrunched up with annoyance.

"What?" She asked acidicly.

"Um, I uh…" his tongue felt so thick now that he was trying to talk to her one-on-one. He pulled nervously at his bow tie, swallowed and tried to regain his composure. "Uh…"

"Whatever." She sighed, beginning to turn away. "Come back when you're more coherent."

"Wait! I need to ask you something!" He shouted, spurred by the threat of her departure.

She raised an eyebrow, intrigued.

"Ask me what, exactly?"

To her surprise he took her arm and led her towards the back of the room. Once he was sure they had some privacy, he braced himself to speak.

"You see there's something I'm working on. After what happened yesterday, it really got me thinking…Riley's almost a teenager now and there are things that she's afraid of that might be considered… you know, childish. I could really use your help picking out which fears she should, well, outgrow."

He stiffened again, anticipating her ridicule. But instead of laughing, she sauntered closer to him and delicately placed her hand on his shoulder, which made him so nervous she could feel his particles quiver.

"You made the right choice coming to me about this." She stated with satisfaction. Her pleased tone put him at ease.

"So… you'll help?" he grinned optimistically.

"Fear, if I didn't help you, I'd be missing an opportunity to help Riley on her path towards maturity. It really makes me happy to see that you realize that without my objectivity, you'd be dooming her to a life a being a timid weirdo, when we both know she's supposed to be a star."

His positivity deflated somewhat at her words.

"Now, I don't see how you can equate being reasonably cautious with being a 'weirdo'." He frowned, offended.

"Really? If I wasn't around to stop you, Riley would be wearing a helmet and pads while _walking to school_. Face it, you need all the help you can get. And a little constructive criticism never hurt anyone."

He paused, then conceded, sighing, "You're right."

She smirked, "Of course I am. So, how exactly are we doing this?"

He smiled again, handing her his clipboard. "I've already started on a broad sample of things just off the top of my head." He added his large stack of papers on top of it, making her strain under its weight. "Of course, it's not in any specific order. Maybe we should start over alphabetically? Or should risk factor take precedence? Yeah. Definitely risk factor."

Disgust found a nearby chair to drop her load onto and glanced over the first pages as he prattled on excitedly.

"We'll have to start over at square one. I'll need to get my files…Ooh! And index cards! We'll need index cards for sure!

Files? She hoped they were written more neatly than the chicken scratch she was looking at right now.

"I've got a good feeling about this, Disgust." He continued his ramble, "By the time we're done we'll have this mind reorganized, prioritized, and optimized." He turned with newfound confidence and scampered up the second level to retrieve his written materials.

Behind his back Disgust rolled her eyes. He may have come up with a good idea, but it didn't make him any less of a dork.

* * *

When he came back with the first stack of files, she mistook them for mind manuals until she saw they were in fact twice as thick and filled cover to cover with all manner of things, possible and theoretical, that could endanger Riley, categorized by varying threat levels ranging from 'concern' to 'OMG DANGER! Avoid At All Costs!'

When he disappeared again and returned with another pile, she questioned his sanity. Why did he need all these fears and phobias written down anyway? If she saw something she knew Riley needed to avoid, she didn't need to write it down, it was committed to memory as vile and that was that.

When he arrived with a _third_ pile, she began questioning her own sanity. Obviously this needed to get under control before she got in over her head.

"Just how many of these files do you have?" She asked when he returned with a fourth pile.

"Well, so far I brought out volumes 'A' through 'J' and I haven't even included my daily threat assessment lists…"

"How about we start with these?" She interrupted, patting her hand on the stack of binders nearest to where she was sitting on the floor. "I'd like to have some room to actually breathe while I'm doing this."

Fear looked about the small alcove and took note of the small towers of paperwork, binders and folders he had sorted around Disgust.

"Heh heh, Sorry." He chuckled nervously. "Guess I got ahead of myself. Wouldn't want to be the cause of a fire hazard, now. Eh, so starting here is good." He joined her on the floor, sitting cross legged.

She pulled a random binder from a pile and began to flip through it. Thankfully, these had been typed up, though occasional hand written notes had been scribbled in the margins.

"You have an entry on the beach?" She asked, disbelievingly. "What's so scary about the beach?"

"Everything!" He flung his arms over his head before counting examples on his fingers. "There are sharp sea shells or broken glass that can be hidden in the sand, rip tides, tsunamis, SHARKS!"

"Uh, huh…" She raised an eyebrow and considered his argument. Reading over the rest of the section, something caught her attention. "Tanning? Seriously?"

"Melanoma." He explained.

"So, we use extra-strength sun screen. Riley's from the mid-west. If we're going to survive socially in California, she needs to maintain a tan." She picked up an index card and wrote her selections, then placed it in a shoebox that had been labeled, 'Discard'. "We can keep the part about the Jellyfish though. Ick." She added with a shudder.

"What's next?" She picked up the next binder and flipped through it. "Let's see." She paused and lowered it with an incredulous gasp. "Seriously? You have an entry on _escalators?_ "

"Stairs are dangerous enough on their own. Escalators are stairs that _move_ and they have _teeth_! One untied shoelace and you're a goner!" He expounded, his tone every bit serious.

Disgust sighed at him. "We can get rid of this one for two reasons. One, Riley goes to the mall and there are escalators at the mall. And B, we are not getting all sweaty and tired taking the stairs." She paused again to read. "I guess we can keep cautious around elevators."

"Of course." Fear relaxed a bit "Never know when one of those could plummet us to our doom."

"Actually, I'm more concerned about getting on one with people we don't know." She clarified.

"Heh, heh, yeah, that too. Stranger Danger."

"And being squished in with people who cough and sneeze without covering up, or worse, have B.O." She shuttered, "Gah! No way!"

He blinked and answered awkwardly, "Uh, I guess… that's also a good reason." He nodded, feeling a bit mixed about the new perspective she was providing. But they were making progress; already there were two index cards in the discard box, two more than he had managed to file on his own. He decided to ignore his apprehension and move on to the next subject.

* * *

"Would you put that thing away already?" Anger asked with annoyance.

Trying to read his newspaper with all the other emotions yammering on in the background was one thing, but Joy had replayed the rope climb memory twenty times already and if she tried for a twenty-first, he swore things were going to turn nasty.

"I like to revel in Riley's victories as much as the rest of us, but I do have a limit for how many times I can tolerate excited squealing." He tightened his grip on his newspaper, wrinkling it.

"Oh, come on." Joy called back to him, eyes fixated on the screen. "Riley hasn't impressed her friends this much since she scored that hat-trick last season. Besides, this is exactly the kind of pick-me-up she needs after being bummed out over not getting a normal Halloween this year." She rewound the memory and played it yet again.

Anger snarled and took out his frustration on his paper, crumpling it to drown out the sounds of Riley's classmates cheering at her like she were the lead singer of the hottest boy band.

"I can't believe _I'm_ the one saying this, but shouldn't she be at least _trying_ to pay attention in class."

"I don't hear the others complaining." She pointed out.

Now that she mentioned it, he had heard little from any of the others for some time now. At times like these, Fear would be fretting over the possibility of the teacher calling on Riley, or Sadness would be moaning about getting answers wrong, even Disgust should have said _something_ by now about Joy's overindulgence.

Usually he'd be fine with the fact that they were being abnormally quiet, but the fact that none of them were trying to deter Joy from reliving the same moment ad nauseum and leaving _him_ to be the one to say something about it ruffled his feathers. Grumbling, he looked around for the whereabouts of his coworkers.

He spotted Sadness lingering at the edge of the main area, timidly peeking around the corner into the alcove where the Mind Manual library was. Curious, and in desperate need of a distraction, he ambled over to get a looky-loo of what had captured her attention.

He wasn't disappointed, as what he spied was one of his favorite things to watch: an argument.

"You can't be serious. Riley needs to stay as far away from slugs as possible. They're living _boogers!_ " Disgust grit her teeth, hissing the last word to emphasize her point. Fear remained unmoved by her pleas.

"They're harmless. They don't have stingers, they don't bite, and they're non-poisonous." He listed, shaking his head. "There's no logical reason Riley should be afraid of them."

"They're gross!" she moaned back. "Isn't that a good enough reason?"

"Scintillating, isn't it?" Anger asked Sadness, who startled and turned around with embarrassment.

"Anger? Oh, dear. I didn't mean to be eavesdropping on them. I was just curious and I only meant to take a little peek but I guess I got sucked in…" She played with the cuffs of her sleeves, but he paid her guilt no mind, squeezing in next to her.

"Can't blame you, considering the entertainment alternatives." He shrugged pointing behind him with his thumb towards the screen where Joy was still enraptured with the rope memory.

"Don't you see," Disgust continued, "Not being afraid of slugs is one step closer to actually, I don't know, _liking_ them?" She paused, considering her words and selecting her next ones carefully. "You know, none of Riley's friends like slugs, either." She continued; a conspiratorial glint in her eyes. "If they saw she liked slugs, or worse, maybe wanted to … **bleh** … _touch_ one, they definitely would think she was weird." She leaned in close to Fear, looking into his eyes with intense concern. "You wouldn't want her to be labeled as weird, right?"

The two secret spectators could see a look of uncertainty wash over the purple emotion's features.

"Well… no. I guess not." He sputtered hesitantly.

A small smile tugged the edge of her mouth as she still tried to act as if she didn't care either way.

"So, I hardly think that hanging onto this little aversion will harm Riley in the slightest. In fact, it could spare her from becoming an outcast. And we both know how hard it can be on someone's social life if they have a reputation for being a weirdo."

He bit his lower lip, seriously thinking over her words. "I guess, if it's for the good of her social life…" He trailed off, staring at the pen in his hands that he was now fidgeting with. She placed a hand on his sleeve.

"I know what I'm talking about. This is in Riley's best interest."

"Oh, I can't listen to this _bullcrap_ anymore." Anger interrupted with a loud grunt.

Ignoring Sadness's feeble attempt to stop him, he stomped into the area, glaring at both Disgust and Fear.

"Really? Riley's best interest? If it were up to you, Riley would only be interested in fashion magazines and having perfect hair." Disgust glowered back at him but he ignored her, instead going up behind Fear, whacking him upside the head and scolding, "And you! You're letting her play you like a finely tuned piano. You make me sick!"

"Ahem, this was a _private_ conversation." Disgust said with contempt.

"And we're terribly sorry." Sadness hastily apologized. "We should go now."

" _I'm_ not sorry." Anger corrected. "And _I'm_ not going. You two are up to something and I don't like stuff going on behind my back."

Disgust sighed, "If you have to know, Fear and I are organizing Riley's fears and getting rid of the ones she doesn't need anymore." Only after finishing the statement did she notice Fear's frantic attempts to shush her, and his subsequent moan of dread now that the beans had been spilled.

Anger had noticed, and grinned smugly at the taller emotion.

"Lemme guess, your idea to make up from yesterday's horror show?" He asked. Fear narrowed his eyes at the taunt, but was distracted from any comeback attempt when Sadness noted,

"Oh, that's what you were up to all morning. I'm glad you asked for help. You looked like you were struggling."

"And he was doing just fine with my help before you guys butted in." Disgust scowled.

"If I hadn't butted in, who knows how many stupid things you'd lead him into letting Riley be afraid of."

"Stupid?" She clicked her tongue. "I'll have you know I'm making sure we're only holding onto the really important fears."

"Oh yeah, wouldn't want Riley to be mauled to death by a random pack of banana slugs." He countered with scathing sarcasm.

"That's never actually happened…right?" Fear squeaked, frantically going through his notes.

"No!" Anger yelled, face-palming. He pulled the papers from Fear's hands. "And if you wanted to up Riley's bravery, you shoulda asked _me_ for help."

"Heh, that arrangement could only end in disaster." Disgust scoffed.

"Guys, please." Fear pleaded, "I don't need this kind of conflict. I'm stressed out as it is over this." He grabbed back his notes and resumed flipping through them. "There's still so much to go through." _And so little time left,_ he mentally added.

"Well, today's your lucky day. Many hands make for light work." Anger volunteered himself, sitting down beside Fear. Disgust opened her mouth to object but Sadness too sat down on a nearby chair before she could utter a word.

"And maybe with more of us, we can work around each other's biases." The blue girl added.

"I'm not biased." Disgust argued. "Slugs are slimy: fact. Slime is gross: fact. Conclusion: Slugs are gross."

"But gross doesn't necessarily equal dangerous." Sadness said.

"Exactly!" Fear exclaimed, "That's what I've been trying to explain to her." He sighed, exasperated.

"Then it's decided. Slug phobia's gotta go." Anger plucked the index card and pen from Disgust's hands, scribbled 'slugs' and tossed it into the discard pile.

"Ugh, fine." She resigned, "But don't expect me to stay quiet if Riley sees any."

Fear let himself smile. Now things seemed to be picking up again. He turned to Anger and Sadness.

"Alright, now we're making progress. I guess you guys can help, after all. But," He held up a finger, "under two conditions. One: _I_ get the final say in everything. And two…" he leaned in a little closer, lowering his voice and rubbing his hands together uncertainly. "I'd really appreciate if you kept this little project a secret from Joy. I don't want her finding out about this just yet."

"So you won't disappoint her when this ends up blowing up in your face?" Anger asked dryly.

"Seeing Joy disappointed is depressing…" Sadness moaned, staring at her feet.

Fear wrestled internally with his insecurity, focusing instead on his hurt in their lack of faith to muster up the most confident sounding reply he possibly could.

"It's not going to 'blow up'. I researched this and came up with a multi-tiered plan that's fool-proof. What we're doing right now is only Phase One." He ended the sentence with a self-assured grin.

"Phases, huh?" Anger sounded unimpressed.

"What ever, let's get on to the next one." Disgust sighed, sounding equally unenthused.

"Uh, right." Fear looked over his papers, which had become disorganized. He chuckled nervously as he tried to quickly sort them back in order. "Just a sec…" He told them. He could feel his meager amount of confidence deflating as the others gave him a glare for wasting their time. All except Sadness, who swung her legs and watched him eagerly.

"This is kind of exciting." She smiled a tiny but genuine smile. She turned to Fear and asked, "Have you figured out how you're going to process Riley's fears yet?"

Disgust groaned, "Do we really care?"

"Well, I'm interested." Sadness shrank a little, but continued. "The mind manuals mention several different methods. It's really quite fascinating. You can use abstraction…though that works best for conceptual fears, like failure. But there's also cognitive assessment, confrontation…"

"Or you can just dump 'um." Anger interjected.

Fear and Sadness turned to him with shocked expressions.

"Anger, you can't just toss scary memories into the memory dump willy-nilly." Fear chastised, honestly offended he'd be accused of such a tactic. "They need to be processed properly or there can be negative affects on Riley's mental well being."

"But don't processed fears just fade and get dumped by the Forgetters eventually anyway?" Disgust rolled her eyes, annoyed they were still following this tangent.

"Processing and forgetting aren't the same thing, though." Sadness explained. "Processing makes sure that Riley can understand why she's afraid of something. It helps her with her growth as a person."

"Nicely put Sadness." Fear complemented. "Actually, I'm glad you brought this up. There's a particular method that I wanted to discuss…"

The sound of ripping paper interrupted his words. His head spun to its source in time to see Disgust tearing a page from one of his binders.

"Hey! What are you doing?" He scrambled over. "I didn't say you could take stuff out without consulting me."

"I got tired of waiting for you." She said without even the slightest hint of apology in her voice. "Besides, 'monsters under the bed'?" She held the page up for everyone to see. "Riley got over this one years ago."

"So? She still needs to hold onto that caution." He snatched it from her hand. "Being prepared for monsters under the bed is the precursor to being able to handle home invaders."

"It's dumb, and you did say you wanted to get rid of childish fears." She pointed out.

He looked the entry over again and decided she was right. Riley hadn't thought about hairy, horned beasts under her bed since she was five. With reluctance and a bit of shame he handed the paper back to her so she could drop it in the box.

"See, wasn't that painless?" Disgust smiled.

"If you're letting us pick, I have our next nominee." Anger held a binder up over his head, the thickest of the bunch.

"The Hockey binder?" Fear asked uneasily. The safety procedures he had set up regarding hockey were far less negotiable than those around imaginary fiends. "No. No. That one I've broken down into several specific categories and subcategories." He worriedly inched closer, his distress leaking into his voice. "In fact, it's probably too nuanced for you guys to navigate. It's better if I put that one away and handle it myself later…" He tried to take it from Anger, but the brick-shaped emotion pulled it away from his grasp and hid it behind his back.

"You kidding? Anger grunted stubbornly. "There's no way I'd let you take on anything hockey related without me involved."

"Come on Anger. Give it back. You don't know how much precise attention I put into that file." Fear pleaded, chasing after his teammate as he teasingly backed away.

"And I betcha there's a ton of stuff in here we could phase out." Anger huffed.

Fear tried awkwardly to maneuver around to Anger's back, but the smaller male pivoted around speedily to evade him, causing the taller of the two to trip over one stack of binders and knock into another face first.

He ignored Anger's laughter, trying to pull himself up. "No, there isn't. ALL of that is very important." His tone was sounded like he was becoming more desperate.

"Oh, please. When Riley's on the ice, she should be fearless." Anger proclaimed.

Fear clenched his jaw. "When Riley's on the ice, she _shouldn't get_ _killed!_ " He took a sudden flying leap at Anger who unexpectedly received a face full of houndstooth sweatervest.

"Hey! Get offa me!" Anger fumed, trying to pry off his wriggling coworker.

Fear took the opportunity to snatch the binder from Anger's hand. "Ah ha! Got it!" His celebration was cut short however by the quickly escalating heat to his torso.

Disgust and Sadness both winced as Fear rocketed into the air, screaming with his shirt on fire. He landed on his rear and immediately took to the task of extinguishing himself. After beating out the flame with his flailing limbs he had only begun to sigh with relief before seeing Anger standing over him, growling threateningly.

"What's going on over here?" A curious voice pierced the tension.

Heads all turned to Joy, eyeing all of them with a raised eyebrow.

"Uh, nothing! Nothing important." Fear scrambled to grab up spilled papers before she could get a good look at any of them. "Just doing research, that's all. Boring, ordinary research." He stood, tucking the papers and the Hockey Binder under his arm and gave her the best 'I'm-not-hiding-anything' smile he could manage.

It seemed to work, as Joy smiled back.

"Well look at you little bookworms." She praised, beaming at the group. "I hate to break up your little study group, but the bell just rang and its lunchtime!" She excitedly threw up her arms and marched back to the console like a conductor leading a parade. "Come on, it's 'Wacky Mac 'n Cheese' Wednesday."

Disgust got up off her pillow, straightened out her skirt and followed. "They'd better not be serving it with those soggy fish sticks like they did last week."

Fear looked to the console, then to the mess of paperwork he and Anger had scattered in their scuffle, then at his teammates walking away, leaving him with the job of cleaning it up.

"Okay…" He sighed inwardly, then turned to the others eagerly. "We take a break and maybe pick up again during history class?"

"And maybe in the meantime, you can work on not being so wishy-washy." Disgust suggested.

He lingered behind as she joined Joy and Anger at the console. Sadness he noticed, had lingered with him.

"I'm not wishy-washy, right?" he asked her.

She hesitated, "You can be non-committal at times."

"Still, there is nothing wrong with waiting to make an informed decision." He defended himself.

She shrugged, "I guess that's better than making a mistake and everyone hating you for it." She handed him a pile of folders she had picked up and left to join the others.

He regarded her words. He certainly didn't want to make any mistakes, or have everyone hate him. So keeping on with his plan was still the right way to go…right?

[To Be Continued]


	8. Chapter 8

**[Author's note: A short chapter this time. This was originally meant to be part of the last chapter but that one ran too long so it got cut and moved here.]**

* * *

He had made a legitimate attempt at sleep. He had laid down, closed his eyes, but the thoughts in his head kept on churning, wondering: Had he picked out the right fears for Riley to best handle the Haunted House? Had he picked out enough? If he needed to pick out more, would he be able to handle another round with Disgust, Anger and Sadness?

Having the others involved did help to accomplish filling the discard box, although they had also managed to drag him well outside his comfort zone in the process. Every one of those binders had been a life-long work-in-progress. And having each and every potential threat to Riley's well being organized on paper was one of the few things that gave him peace in his anxiety-riddled life. It really was the only time he felt he was in control of anything, which had made watching his coworkers disassemble his volumes right in front of him so extra stressful.

While the others had been distracted at lunch with whether Riley should pick chocolate pudding or a fruit cup, he had tried to lessen his turmoil by sneaking away with the Hockey binder and a few others he had decided where just too important for Riley not to be wary about, like Earthquakes and microwave radiation. Things had gone smoother after that, though Anger continuously gave him glares, which gave him the feeling the fire-brick was holding a grudge over the argument from earlier.

Which was why, when he snuck from the bedroom to the lockers downstairs, he was extra careful to not be seen or heard as it was Anger's turn for Dream Duty.

"You have got to be kidding me." The cantankerous emotion snarled at the screen, "Like I didn't get enough of this today already."

It appeared that the writers down in the dream department liked Riley's rope climbing escapades just as much as Joy had, as tonight she was dreaming about being in gym class. Only now the ropes were dangling jungle vines and the gymnasium was overgrown with trees that seemed to endlessly reach into the sky through a wide hole in the ceiling. The actor playing Coach van Saders had announced that he was so in awe of Riley's rope climbing prowess that he was putting her in charge of gym class. This alone wouldn't have bothered Anger, but it was the annoying congratulatory squealing of her dream-world classmates that he found irritating in their over exuberance.

"OMG Riley, you are #the coolest." One girl gushed. "Can you, master rope climber, teach us how to be as awesomesauce as you?"

"Do I smell pork? 'Cause somebody's hamming it up down there." Anger criticized.

Fear too had to roll his eyes at the actress's over the top performance. Seeing that Anger was distracted with ranting about the heinous abuse of slang, he carefully opened his locker, took out his typewriter, and closed it without a sound. He started making his way back up the ramp, but a loud bang and a scream coming from the monitor instantly claimed his attention.

On the screen a horde of zombies had burst into the gymnasium and were now shambling after the students.

Anger was dumbfounded. "This again?" he argued, "The zombie movie wasn't _that_ scary!"

Frozen on the spot, Fear bit his lips together to keep from screaming; barely remembering that he didn't want to alert Anger to his presence. He hugged the typewriter to his chest, which was all he could do to keep himself from dropping it upon first sight of the zombie invasion. His eyes fixated on the screen, watching compulsively as zombies lunged left and right, students fleeing for their lives.

A pair of police officers rushed in and started shouting orders for people to get to safety. They attempted to contain the situation by beating the zombies back with their billy-clubs, even though they were obviously outnumbered.

As expected, one of the officers was overwhelmed and knocked to the ground. The undead mob lumbered towards the downed officer, obscuring the camera's view with their uncountable numbers. The camera maneuvered around to try to get a better view of what was happening, but its movement caught the attention of one of the zombies who spun around and snapped towards the screen, mouth wide to take a bite. There was a scream, and the picture went dark.

Silence lingered. That was it. The nightmare was over.

Anger frowned, disappointment strong in his words, "What kinda stinker ending was that? At least let's see a zombie eat the girl who kept saying 'awesomesauce'. It's not even a word!"

Fear hadn't stuck around to form an opinion of his own. Instead, he had sprinted up the ramp as fast as his shaking legs could carry him, not even caring that the typewriter made clacking noises as he clutched it to his chest.

He ducked into the breakroom, shut the door behind him and leaned against it, panting. His heart pounded as he whimpered to himself,

"It's only a dream, it's only a dream…"

It took a solid fifteen minutes to finally calm down. He placed the typewriter on the break room table, his arms slightly numb from holding it for so long. He set the kettle on the stove in the little kitchenette, tea was a must now. After retrieving his notes and the discard box, catching the kettle before it could whistle, pouring himself a mug and getting comfortable at the table, he started clacking away at updating his files on Riley's fears and phobias.

He wanted to log the entries that were slated to soon be removed. Having a back-up just in case of an emergency would help to ease his mind as he moved forward with his plan.

Saturday was coming up fast and there was no time to double guess himself. He had to take the next step.

 **[To Be Continued]**


	9. Chapter 9

**[Author's note: Sorry this took such a long time. Real life got pretty busy for a while. Keep those reviews coming, I hope I haven't lost all of you readers in my absence.]**

* * *

In the time after the move to San Francisco, Joy had noticed a considerable difference in Sadness. With her purpose in headquarters no longer a foggy mystery hanging over her head, it seemed most days that the blue emotion found it easier to get out of bed in the morning and greet the day with optimism and a smile, albeit a small one, but a smile nonetheless.

Today, however, was _not_ one of those days.

Joy had woken cheerfully as always, buzzing with excitement as she danced about the bedroom, sing-song proclaiming,

"Two more days, only two more days 'til Halloween!"

Disgust had shrugged her off and had gone to the washroom for her morning beauty routine. Anger was still awake from dream duty and Fear appeared to have been the early bird this morning, absent from the bedroom before the others had risen. But Sadness remained a lump in her bed, hidden completely under the covers.

"Rise and shine, Sadness. Halloween is just around the corner. Aren't you excited?" Joy skipped over and tugged the blanket away from her teammate's face.

Sadness stared back at her, or rather, she was staring into space and Joy was currently filling that space. She still answered, however.

"I'm not exactly in the mood for any excitement." She sighed.

Joy sat down on the corner of the bed, "Hey, now. Why not?" She asked, trying her best to be sympathetic. "I've got a feeling today will be a great one."

"I don't think I'll be accomplishing any greatness today." Sadness said softly, pulling the covers back up over her head. Joy tugged them down again.

"Sure you will." The brighter emotion encouraged. "There could be lots of moments where you can shine. It could rain today. Or one of Riley's friends might need some help. Or maybe Riley gets a bad grade on yesterday's homework?"

Sadness looked up at her silently a moment. Joy was really doing her best to make potentially sad things sound like wonderful opportunities. It was a real testament to how much she had opened up to Sadness's role around headquarters. It would be a shame, she thought, to discourage her after trying so hard, even if Sadness really wasn't feeling up to any of the tasks that lay ahead of her.

"I guess I could try…" she slowly rolled herself out of the bed.

Joy beamed. "That's the spirit!" she praised before skipping out the door.

Though she hoped getting up and doing something could help her through her funk, Sadness still found herself only going through the motions of her morning routine; get dressed, clean her glasses, make her bed. It was then that she noticed Fear's bed had been left unmade. Odd, as he also had a morning routine which he usually stuck to reliably. After all, less clutter equaled less to worry about. It wasn't often that he deviated, only forgoing his chores if a crisis occurred. And since nothing was endangering Riley as she brushed her teeth that morning, something else must have distracted him from tidying up his space. Deciding a good deed would improve her mood, she made his bed for him, then made her way to the break room for a cup of tea.

She was confused to find the teapot already on the stove, but not turned on. Also surprising was the typewriter on the table, mostly because it was snoring.

Making her way around the machine she found the reason: Fear was leaning on the table, asleep, his face pressed against the typewriter's keys as if it were a pillow, his nose squashed under his face making him snort comically. Despite the silliness of the sight she felt sorry for him. He must have been exhausted to have fallen asleep in such an uncomfortable position.

Gently, she shook his arm, "Fear, wake up, its morning."

"Muh, wha?" he mumbled groggily.

"Riley's awake." She explained softly.

"She's awake!?" His head shot up, but snapped back down as he found the tip of his nose was wedged between some typewriter keys, anchoring him to it. He winced from the whiplash as Sadness assured him,

"She's not in any danger right now, unless you count brushing her teeth too hard and making her gums bleed."

"She does get overly aggressive with the oral hygiene at times." He replied, still trying to free his proboscis. Grumbling to himself, he pried it out, only to realize he had gotten a finger stuck in its place when his attempt to leave the table ended with his arm nearly being pulled out.

"Were you up all night again?" Sadness asked. He flinched seeing she was an audience to his embarrassing predicament.

"Well, yeah…" he reluctantly admitted, finally pulling his digit free. He inspected it for damage and tried to put on an unaffected air about her question. "But it's nothing to worry about, just putting insomnia to good use, right?"

She gave him a pitying look but took his word for it, turning to tend to the teapot.

He took a moment to look over his paperwork. His review of yesterday's selection of past-their-prime fears only consisted of a few pages, but he was satisfied with his thoroughness, even if the last page would need to be retyped after his face had punctuated the last unfinished sentence with random letters when he had slipped into unconsciousness.

"Is this part reorganization, reprioritization, or optimization?" Sadness asked, peeking over his shoulder.

"Uh, reorganization, I think…" he trailed off, confused. "You're actually interested in my paperwork?"

"Oh, yes. I think it's fascinating." She nodded, taking the paper from him, reading it with the same fervor one would a best seller. "I admire your attention to detail."

He was surprised by this, but also a bit flattered. Unlike Disgust and Anger, who had spent the majority of their session mocking his selection process or insulting his character in general, Sadness had repeatedly showed curiosity and gave constructive feedback. Because of her, yesterday's ordeal was at least manageable. He was thankful for her insight and her ongoing, and as it appeared, genuine interest in the pitfalls of life that he obsessed over daily.

As he watched her reading his notes, he remembered there was one important thing he needed to ask of her.

"I'm really glad to hear that, Sadness." He smiled, "Because tonight I'm going to be starting the processing method and I really need your help."

She turned her eyes to him, intrigued.

"Should I get Disgust and Anger so you can…" Her question was cut short by him protesting,

"Oh, no, no. I do _not_ need _them_ getting involved." He crossed his arms frowning. "They were hardly any help at all yesterday." He looked to her and his features softened. "But I definitely need you. You've read all the mind manuals, and you have the talent I need to pull this off. I can't do it without you." He looked to her pleadingly and she felt a lightness inside her which that morning she wouldn't have thought possible.

It wasn't some empty possibility like Joy had offered, he was giving her a full guarantee of her usefulness, her importance, that she was vital to something he had put great value in. The empty hole in her chest that had hung with her all morning faded and against her pessimistic nature she smiled.

"Of course I'll help you, Fear."

His thin face widened. "Oh, thank you." Relief and praise tinged his words.

Out the breakroom's tiny window, the distant sound of the train whistle could be heard.

"The morning delivery!" He stiffened, then hurriedly dashed for the exit. "I gotta do something, but I'll explain the details later!" He babbled as he ran.

While he scrambled through the hall and down the ramp to the delivery door, she took her time, poured herself a cup of tea and sauntered casually down to headquarters. Along the way to the console she passed by Joy and said to her with a small smile,

"Maybe you're right, Joy. Maybe today will be a good one." She let out a contented sigh and strolled past the bright emotion who now wore a baffled expression on her face.

Why the sudden change in Sadness's mood? Did her pep talk have a delayed reaction? Or did something or someone affect her between then and now?

Not Anger. He had been downstairs already from being on Dream Duty all night. Disgust had come straight down the ramp after putting on her make-up not long after Joy had come down, so it was doubtful it had been her. The only other emotion how had lingered in the living quarters as long as Sadness was…

"Fear!" she called for his attention, spooking him into almost dropping the delivery box. "What did you do?"

She heard him gasp as he turned to her. He stood rigidly, visibly trying his best to contain his panic.

"I didn't take anything!" He yelped, then caught his words and backpedaled. "I didn't _do_ anything." He said, more calmly this time.

Joy cocked her head, confused. It took a moment for it to dawn on her that for whatever reason he thought he was in trouble.

"With Sadness." She explained with a light giggle to calm his nerves. "I could barely get her out of bed this morning and now she's _smiling_. Did you say something to her?"

"I dunno," he mumbled with uncertainty. "Good morning?" Actually he hadn't, but he wasn't about to spoil things by telling Joy the truth.

She stared at him a moment. He could feel himself begin to sweat with her eyes on him like spotlights. Surely, she wasn't buying his simple answer.

"I guess all she needed was some positive attention." She shrugged with a grin.

He sighed, relieved to have been wrong about her suspecting him of anything. Still, he was quick to change the subject.

"Uh, here's the delivery." He handed her the box. She took it with a "Thank you" and rummaged through.

"Oh, some new day dreams, some facts and opinions…" She drew out a six pack of teal bottles, her face crinkled with confusion. "Estrogen?"

"Didn't we get a shipment of that yesterday?" Disgust asked.

"Yeah, and the day before that. Did any of you guys order this?"

"Nope." Sadness shook her head.

"I damn well didn't" Anger huffed.

She looked to Fear who could only shrug, "Wasn't me. I usually only drink Cortisol."

Disgust sneered, "Ug, that stuff makes you fat."

Joy placed the bottles to the side, "Eh, It's probably an error on the delivery docket." She dismissed before continuing to peruse the box.

"Heh, you're probably right Joy. Odd things get delivered all the time…" Fear agreed whilst trying to discreetly move around her towards the ramp. However, Anger had sidled over to him, blocking his retreat.

"I see what you're doing here." The brick accused in a low, gravely tone.

Fear fidgeted with his shirt, adjusting where it was tucked in at the back. "You…you do?"

"Bringing in the delivery, being nice to Sadness, it's obvious. You are sucking up to Joy."

"What?" Fear asked, eyes widening at the accusation.

"You know, buttering her up so she'll be on board for this so called 'big plan' you've got hatching. Which may not be a bad idea since it's gonna end up being a big flop anyway."

"It is _not_ going to flop." Fear denied, "And I am _not_ sucking up to Joy."

"Oh please," Anger huffed, then took on a mocking tone, mimicking Fear's nasally voice in an exaggerated tenor. "'You're probably right Joy.' 'You have such great ideas Joy' 'I made all these lists of stupid things for Riley to be scared of for _you_ Joy.'" He reverted back to his usual rasp with a, "Bah! You've been Joy's little brown noser since forever."

Fear frowned, "Am not, and I do not sound like that."

"Sure you do, you kiss up to her every chance you get." Anger stated like it was the most widely known fact in the world. He spied the yellow emotion in question, currently bent over the delivery box, marveling at the diversity of idea bulbs they had been sent. Chuckling deviantly, he pointed it out to Fear. "Oh look, there's her bottom now. Why don't you go over there and give it a big ol' smooch?"

Fear blanched, "Wh, what?! You're not serious!?" He leaned in over Anger, ignoring the smaller emotion's snickering to declare in whisper, "I am not a butt kisser!"

"What are you guys talking about?" Joy's voice caught them both to snap to attention.

"Nothing!" Fear reflexively shouted. "Definitely not your butt!"

Anger didn't even try to stop himself from cracking open into a fit of guffaws as everyone else in headquarters stared open mouthed at Fear who stood there, looking more awkward than ever.

"N, not that your butt isn't worth talking about…I'm mean…it's a very nice butt!" The purple emotion blurted out, not really thinking and tripping over his words. He immediately realized he had only made things worse. "I…I…I have something I need to go do now!" He stated louder than was necessary and fled up the ramp as quickly as he possibly could.

"What was _that_ all about?" Disgust asked.

Anger only laughed even harder, hardly able to catch his breath, let alone give any answers.

* * *

"'It's a very nice butt.' Good going Fear, real smooth." He chastised himself with a sigh.

How could he have let that happen? He hated it when he was careless, reacting without thinking. But when he became nervous, which was often, that was what happened without fail.

At least he had managed to sneak past both Joy and Anger without either noticing he had taken something out of the delivery box.

Carefully he untucked his dress shirt and pulled the item, wrapped carefully in tissue paper, out from behind his back. The paper was a bit damp now with nervous sweat, but as he unwrapped it he was relieved to see his improvised hiding spot hadn't damaged it.

He lifted it gingerly by the handle and stared through the glass. Through the shiny lens, everything in the bedroom looked as it always did, until he lifted his other hand into its field of vision. The Reality Filter altered the fuzzy lavender particles of his hand to look like ordinary human skin; solid flesh of Caucasian tone, similar to Riley's in fact. It even made the correct assumption that if he had fingernails, they'd be bitten down to nubs. He smiled; this Filter he ordered could make the impossible look possible and dull facsimiles look like the real deal. For the staff of Dream Productions this object took second-rate props and sets and tricked Riley into believing the unbelievable elements of her dreams. For Fear, the filter would help prepare him for Saturday.

Double checking that nothing exciting was going on during Riley's science class, he closed the door to ensure no one would walk in on him unexpectedly, and ducked under his bed to pull out the box of scary props he had snuck away with and hidden there during the wee hours of the previous morning.

"Alright, here I go." He prepared himself and reached into the box, pulling out the first thing that he grabbed, which happened to be the same rubber snake Joy had used to introduce the idea of desensitization to him the other day. It lay limp in his hand, harmless and kind of silly looking. "Heh, it's not so bad…" He chuckled to himself.

He lifted the filter between the snake and his field of vision. Behind the glass, the previously motionless toy sprang to life, lunging at him with a silent but nonetheless vicious hiss. He dropped the snake with a yelp, the rubber novelty hit the floor, inanimate as it always truly had been.

He took a few seconds to recover himself, eyeing the toy with a growing sense of shame.

"Come on, you can do this." He whispered self-encouragingly "You _need_ to do this."

The scenario was clear in his head; no matter how much processing was done to Riley's fears, it would amount to nothing if _he_ continued to jump at every little thing. How could Riley prove her bravery in a haunted house if he couldn't restrain himself against reacting to the illusion of a threat.

He picked the snake up and this time laid it on his bed. Though the lens it lunged at him again. Reflexively he jumped back, but continued to stare at it through the filter that was now jittering in his unsteady hand.

"It's not real, it's not real…" He repeated, his voice quivering.

He forced himself to watch as the snake slithered on the bedspread, eyeing him, its forked tongue poking the air in his direction. He slowly approached it.

"It's not real, it's not real…"

He reached for it, and the filtered image reared back and snapped at him.

He screamed and scrambled away, ducking beneath Sadness's bed. After a moment to catch his breath he poked his head out from beneath the ruffles to see the once again inanimate rubber snake sitting where he had left it. He crawled out of his hiding spot, swallowing back a lump of shame in his throat.

"Maybe I should find something easier and work my way up." He convinced himself, looking through the box for something a little less terrifying.

But that was easier said than done: Rubber rats scurried at him with pointed claws and gnashing teeth, glass eyeballs stared at him menacingly and followed his as he moved across the room, and the creepy baby doll with missing hair and a lazy eye freaked him out enough without the filter on it. He jumped, shrieked, and recoiled with every item he tried.

He was nearing the end of his resolve by the time he fished out a large, striped cube with a crank handle coming out of the side.

"A jack-in-the-box?" he raised a brow, "Riley hasn't played with one of these since she was three."

He began to turn the handle, the box emitting a tinny rendition of "Pop Goes the Weasel". As the little ditty played, the tension began to build. Fear knew _something_ was going to pop out, and this was a _nightmare_ prop. The box could be full of something dangerous, like poisonous scorpions or angry bees. Just as the song was nearing its final note, he stopped cranking, carefully put the box down on his bed, took a step back and sighed, wiping the fresh sweat form his face.

The Jack-in-the-box, like all the other props before it, now sat on his bed. He eyed them all, feeling like they were taunting him with their harmlessness. The disappointment in himself weighed heavily on him. His attempt to put away his mess only served to make him feel worse when he reached for the snake and felt a twinge of hesitation.

"Maybe I should just give up…" he murmured, dropping the toy back in the delivery box. "Anger already thinks none of this will work and Disgust couldn't care either way. Joy still doesn't know what I'm up to, so I can still call it quits and she'll be none the wiser." He paused with a thoughtful sigh. "Sadness might be disappointed though, she's the only one who had any real interest in this plan. But, what's disappointment compared to the embarrassment of utter and complete failure?! There has to be an easier way. Maybe I could ride out the haunted house here in the bed room, or tied to a chair." He stopped, the frantic thought giving way to a sobering realization. "But I can't do that. If that haunted house is as scary as Riley's friends say it is, my instincts are gonna kick in and I'll end up driving whether I like it or not." He mindfully felt the back of his head, near his sensitive antenna, remembering his override capability. He doubted knowing that the haunted house was all smoke and mirrors would stop it from kicking in if things got really scary. "Or worse, if Riley's not scared at all, her friends might think something's wrong with her." He growled at himself, strengthening his resolve. "No. Riley deserves better than that. I'm the only thing that stands between her having an enjoyable evening and total disaster. I have to push on!"

He tightened his fists and declared to the heavens,

"You're not going to beat me Halloween! You hear me?! I'm going to be ready for you!"

He punctuated his statement by pounding his fists into his mattress, only for the vibration to jostle the Jack-in-the-box into popping open.

The smiling, spring-loaded clown jumped out with an electronic giggle, sending Fear screaming in terror back beneath Sadness's bed in the blink of an eye.

 **[To Be Continued]**


	10. Chapter 10

[Author's note: I can't believe that it's almost been a whole year since I started this story. I'd really like to finish it by this Halloween, so I'll be pushing myself to get the final chapters up as soon as possible. As always, please leave a review.]

* * *

When the time came for them to meet, she found to her surprise that she was nervous.

Usually _he_ was the one expected to be nervous. Perhaps it was the nagging sense that this was too good to be true, that he'd decide he didn't need her help after all.

She pushed her pessimism aside, knowing that while he could be flighty at times, he took his work seriously and wouldn't have asked her to help him if he hadn't meant it. Sadness waited for the other emotions to be asleep then ventured down the ramp into Headquarters where Fear was working Dream Duty.

She paused to watch him jadedly staring at the screen, one hand propping up his head. Occasionally he sipped his tea, his expression unimpressed with the images playing out before him: A group of zombies having a fiesta with joyous party music, tacos, and a piñata being tackled, not for brains but for colorful candies.

"Is this another Zombie dream?" Sadness asked, a bit confused.

"Yep. And tonight they're wearing sombreros." He answered, more annoyed by the absurdity of it all rather than entertained. "This is what we get when Riley eats nachos so close to bedtime."

They stared at the dream a moment longer as an undead mariachi band played 'La Cucaracha' as the zombies wrestled each other for bits of piñata candy. Fear rolled his eyes and checked the console gauges.

"She's almost done with R.E.M. sleep. That'll free up the monitor so we can get started." He said, reaching under the console to pull out his paperwork. "The sooner we get this done, the better." He added with a sigh.

She observed his expression, worried and frowning as he hunched over his writings, the hint of desperation in his voice and his restless body language. She could tell something was weighing on his mind.

"Has something been bothering you?" She asked sympathetically. He raised his head, confused at first by her question. "It's just that, you've been burying yourself in this project a lot the last few days. Plus the insomnia and you've been avoiding Joy." She clarified. "Does it have to do with Halloween coming?"

Her large eyes stared up at him and he knew she had read him like a book. It was embarrassing how obvious he was being with his behavior.

"Yeah. I'm _dreading_ it." He admitted with a shutter. "It's like the entire holiday is designed to exploit fear! Scary movie marathons, spooky decorations, it's everywhere and it all puts me on edge. I can't think straight because I don't know what creepy thing is going to pop up when Riley's watching TV, or if someone in a scary costume will jump out at her when mom takes her out shopping, or even if the giant inflatable skeleton outside the Party Supply store down the street isn't going to come to life in the middle of the night and come here and eat her!" He sank back down in his chair and buried his head in his hands. "I'm a wreck."

Sadness reached out, placing a comforting hand on his shoulder.

"Have you always felt this way?" She asked.

"No, not really. I don't…" He lifted his head again after a brief pause. "I don't _hate_ Halloween, just the scary parts. I like all the parts we used to do, like trick-or-treating with mom and dad, wearing those fun, flame resistant costumes, getting to eat that big pile of candy after mom checked it for poison and razor blades." He smiled wistfully, but it only lasted a moment before his expression sank back to one of distress "But of course, those days are gone."

Sadness nodded, "Everything's changing, and it's sad that we may have to leave the things we like behind."

"And trying new things can be so scary." He added, "What if the Haunted House is horrible, but all of Riley's friends like it? What if they want to go to one every year?"

"That could be a problem." She agreed.

The screen at that moment went black: The dream had come to an end. Fear put the conversation on hold to analyze the console's indicators.

"Riley's sleep cycle is running back through to phase one." He stated. "Perfect, Riley is just aware enough of mental imagery but close enough to wakefulness that she can wake herself up if things get too scary."

He paused his explanation, surprised to notice that Sadness was smiling at him.

"It sounds like you have everything planned out." She stated simply, eagerly awaiting the next step. "Have you decided which phobia we're starting with?"

He found himself grinning at her enthusiasm, as understated as it was.

"Well, I was thinking we could start with Riley's fear of the Dentist." He said with an elevated confidence. He struck a few buttons on the console to summon the appropriate memory. "I'm sure the benefits of good oral hygiene far outweigh the temporary discomfort of pointy scraping tools and shrill, tooth puncturing drills..." He trailed off with a shutter as the memory began projecting.

Before them, an image of Riley sitting in an examination chair, her dentist hovering over her poised with sharp dental probes, ready to start scraping plaque with no regard for the sensitivity of her gum line. This memory was brighter than the norm, bathing the room in purple. It gave Fear a moment of trepidation as he stared at the view screen while trying to push down the growing dread of potential oral surgery. This was the memory that caused Riley's nightmares to be haunted with wicked, white coated, drill toting monsters and filled a corner of her subconscious with a forest of razor sharp dental equipment.

"This is why Riley brushes her teeth so hard." Sadness noted. "She thinks it will help prevent cavities but all it really does is give her sore gums."

"Yeah…" Fear managed to tear his eyes away from the image. "All the more reason to get over it." He turned his focus to console. "I was thinking cognitive assessment for this one; compare it to other dental memories."

"Oh, yes. A good mix of positive and negative should be best to get Riley to reflect on changing her opinion on the subject." Sadness nodded. Fear drank in her supportive suggestion. It felt so good to have someone on his side.

"Just what I was thinking." He agreed, "And we can work in more positive memories towards the end, to take her focus off the bad parts."

"But not too much positivity, or else she may become disillusioned." Sadness warned.

"Right…" the confidence in Fear's voice faltered, but he made an attempt to recover. "You're absolutely right. Never hurts to do this carefully."

His fingers flew over the console's buttons, summoning the appropriate memories. They started with the one of Riley getting her first teeth cleaning, moving on to another of the dentist letting her play in the chair going up and down, to one where she accidentally walked into the wrong exam room to witness some poor fellow in mid-extraction, followed by a cheerful puppet show with a tooth singing the joys for flossing, to another of her overhearing her new dentist telling her mother of a possible need for braces, and another of a nurse giving her a prize bag with stickers, a toy and new, neon blue toothbrush. They danced across the screen in succession, ending with the most recent one of Riley from that evening, looking into the bathroom mirror with a bright, clean smile.

"That's a nice thought to end on." Sadness mused, smiling. "Riley really does like having a pretty smile. These memories should give her something to think about and get her ready for the next step in processing her aversion to the dentist."

"Great!" Fear grinned, his confidence fully returned. "This is going perfect! We should get on to phase two while we still have momentum." He excitedly searched the floor for the original dentist memory. Spotting it, he scooped it up and handed it to Sadness. "Here."

She looked down at the sphere in her hands, then up at the still grinning Fear, confusion clear on her face.

"What do you want me to do with this?" She asked softly.

"Make it sad." He answered, looking between her and the memory expectantly.

She frowned and replied cautiously, "I can't do that." Now he was frowning too. She continued to explain, "I can only change a memory if it wants to be made sad."

Fear stared blankly a moment, his axon drooping to telegraph his inner disappointment.

"So… do we run it with different memories so that will make it seem sad?" he inquired, trying to keep his composure.

She shook her head "It doesn't work like that."

He was silent, mulling this over, rubbing his lips and looking as if his inner strings were coming untied.

"Okay…Okay. Maybe that memory is too complicated." He clapped his hands, taking a quick breath and scampered over to the console and summoned a different purple memory. "What about this one? That time Riley tripped over the woodpile in the backyard, into that spiders' nest."

He pulled this memory from the projector as it popped out of the tube, snatched the dentist memory from Sadness and handed this one to her, a bit forcefully in his desperation.

She stared into the memory, mouth downturned. She watched the image of six-year-old Riley tripping over a log, only to discover she was covered with creeping spiders.

"Riley hurt her knee, and all those spiders lost their home, remember? That's sad, right?"

She sighed, "That is sad…"

A bit of hope rose within Fear, but after a pregnant moment of there being no change whatsoever in the memory, the hope snuffed out and was replaced with the onset of panic.

"But, but you said…it made you sad…" he stammered.

She continued to gaze into the memory.

"It does make me sad, but I can't force a memory to be sad just because I think it is. I need to feel that it should be." She stopped as she saw him begin to crumple in on himself. "Fear, its okay. We can still use other methods to process Riley's fears."

She watched as he sank to the floor, head between his knees, beginning to loose control of his breathing. She knelt down next to him offering a hand on his shoulder for comfort.

"You did a good job directing Riley's focus onto her dentist phobia. Now we can direct her to open a dialog about it with her parents or someone else who can help…"

"That'll take too long!" he shouted at her, desperation clear in his tone. He resumed breathing heavily, staring at his knees, hugging his legs tightly.

Sadness gave this some thought, her frown deepening as she voiced her suspicion,

"This is all about Halloween, isn't it?" his focus shifted back to her. "Were you looking for a way to get over a bunch of fears you were expecting to see at the haunted house?"

He nodded.

"You were able to sadden all those happy fall memories all in one afternoon. I thought you could do the same for scary memories." He confessed. "I wanted Riley to get over them so she'd have a buffer between me and her, that way she wouldn't overreact in front of her friends. Turning them sad looked like the fastest way to do it."

Sadness felt so sorry for him; he had made a plan, one that on its surface seemed to be the miracle solution he was looking for, but now all his hopes had been popped like a soap bubble. She sighed with guilt,

"I'm sorry it didn't turn out the way you wanted. But the memories tell me when to make them sad, not the other way around. To be honest…" She paused, as if deciding something, then looked at him mournfully, "I've never felt that way with any of your memories."

His face fell even more.

"W, what?" He squeaked feebly.

"I don't know why that is." She tried to explain, "Maybe it's because scary memories are meant to keep Riley safe, so they shouldn't be tampered with. Or maybe it's because they're so miserable all on their own, so they don't need me…"

"No…no that _can't_ be…" Fear mumbled, begging to chew at his fingertips. He suddenly grabbed Sadness by the shoulders, "There has to have been some scary memory that you've turned sad before! Think!"

She allowed him to shake her a bit before searching her memory for such an event.

"No, there isn't." She answered with melancholy in her voice.

His panic was now reaching full force. He fumbled with his hands over his face, his breathing picking up speed and he attempted to stutter out, "B, but what about that time you used your touch on me?"

Several months ago, Riley had been to the hospital with a case of appendicitis. Naturally Fear had been in a frenzy during the whole ordeal. Surprisingly however, he had convinced himself that Riley need to be brave and in order to do so restrained himself from driving the console. But by not driving, Fear had only exacerbated his anxiety, overloading himself by holding onto his built up nervous energy. An energy that leaked out in the unintended form of giving Riley the nervous habit of biting her nails.

It was Sadness and her special touch that had snapped his focus away from his angst enough for him to realize that neither he nor Riley would be at ease until he prompted her to confess how frightening the situation was.

Sadness remembered the event clearly but it only made her guilt stronger when she explained,

"That was different. It wasn't changing a memory, it was helping you…"

"Well, you're not helping me now!" he interrupted with a livid shout and flailing arms. He stomped away, holding his head in his hands and muttering about how everything had been ruined.

Sadness could feel a rush of heat to her cheeks, her throat tightening as tears threatened in her eyes. Grasping to keep her composure, she barely managed to ask him,

"Why is this so important to you?"

He stopped his mumbling, dropping his arms to his sides. He whipped around and glared at her with narrowed eyes, furry eyebrows furrowed, an accusing finger pointed at her.

"You want to know _why_ this is important? It's important because Riley's friends are expecting her to have fun at the haunted house. Joy is depending on _me_ to make sure that good time can happen. I've already choked twice in front of her and who knows how many times in private. Now you're telling me the plan I had come up with to make things easier won't work and Riley's going to have to rely on me and her still scary memories to tell her when to be scared on Saturday. Which means her Halloween is going to be a DISASTER!" He noticed his hands were shaking and kneaded them in an attempt to settle down.

Sadness wanted to say something but found her vocabulary was lacking the right words. She knew she was a good listener, but encouragement was never her strongest skill. The last thing she wanted to do was drag Fear down with her natural pessimism, despite how much she yearned to ease his anxiety. Moments like these made her envy Joy and how the bright emotion could so effortlessly lift moods and abate doubts. The thought of said emotion did give her an idea of something that could help.

"Maybe you should talk to Joy about this."

Her offer was answered with an incredulous stare, as if she had just advised him to gargle with battery acid.

"Tell Joy? TELL JOY!?" His voice amplified with each syllable. "Do you realize what that will lead to? If I tell her I can't help her give Riley a perfect first Halloween in San Francisco, she'll lose all confidence in me. Then, she'll start second-guessing my abilities with everything else in Riley's life. I'll get less time on the console, which will lead to Riley growing up into a daredevil hooligan!"

She tilted her head to the side just slightly and asked in earnest, "You really think that's what's going to happen?"

He shook his head, riled up by his own paranoid ramblings.

"Look, you wouldn't understand! You're used to Joy not depending on you!"

The second the words came out of his mouth he wished he could suck them back in. But those careless words instead hit her with the gravity that was so dreadfully anticipated.

Tears that had been barely held back now flowed freely as she hiccupped and sobbed into her hands.

"Sadness, that… that didn't come out the way I meant it." He tried his best to backpedal, his heart hammering with guilt.

"No, I get it." She took a deep breath and looked him in the eyes, sniffling, "You had something important to do and I spoiled it for you. I'm sorry. I let you down when you needed help." She averted her gaze. "I shouldn't have bothered you in the first place. You should find someone else to help you. I won't get in your way anymore." She took off running towards the ramp and upstairs, wailing into her hands all the way.

He gave chase, "Wait! Sadness, I'm sorry!"

She saw him pursuing and ducked into the washroom, locking the door behind her. The barrier in his way, Fear took to talking to her through the door.

"Sadness, I never meant to say you aren't important. Joy does depend on you, a lot. I was stupid to say that." His words seemed to have no affect as her cries continued. "I was stupid with a lot of things. I should have never assumed you could turn memories sad on a whim." He groaned inwardly, "What would that have done for Riley anyway? Make her cry instead of scream at the haunted house? That might have ended up being worse."

The wailing became louder, making him tense with a wince; definitely _not_ the right thing to say.

"Not that crying is a bad thing under the right circumstances!" he amended hurriedly.

No dice: she kept right on crying and his heart sank.

"Please, I'm sorry. I've been under a lot of stress lately and I haven't been sleeping well…or at all really, so my decision making skills haven't been the sharpest. Insulting you was the last thing I wanted to do. I got overwhelmed and I panicked!" He sighed, "I always panic…" He leaned against the door, face first with his nose unflatteringly pressed upwards. His chest tightened, filling up heavy with regret and self-loathing. He knew he had screwed up.

While developing his plan, he had anticipated something possibly going wrong, but not this. _Never_ this. How could Sadness forgive him after an outburst like that? How could he be so insensitive? All she had done was try to help and he had turned on her at the first sign of failure.

He pawed at the door, whimpering, "I'm sorry. I'm so sorry…"

Amidst his moaning the lights flickered on, indicating that Riley was waking up and the new day was beginning.

"One more day, one more day!" Joy sang as she pranced out the bedroom door and down the hall. "Just one more day till Halloween…" Her last word fell flat and faded away as she came across Fear; on his knees, face propped against the washroom door, his eyes large and sorrowful as he noticed her standing there.

He stared at her for a long pause with that pitiful expression. A silence hung heavily in the air between them, punctuated only by the muffled sound of Sadness's sobs from behind the door. Joy had taken notice of the sound and her curiosity filled the void.

"Did something happen?" She asked Fear, her voice tinged with confusion.

His breathing gradually quickened, his pupils dilating wide. Consumed with a sudden panic, he let out a loud whine, scrambled to his feet and sped down the ramp to hide himself in the broom closet downstairs. Joy was left in his wake agape and more confused than ever.

[To be continued]


	11. Chapter 11

**[At this rate it doesn't look like I'll have this finished by Halloween, but it is nearing the conclusion! Things only get more exciting from here, so stay tuned! As always, read and review.]**

* * *

"What's all the hullabaloo out here?" Anger demanded as he stomped out of the bedroom. Already not a morning person, he was glaring about the hallway looking for the source of the annoying sound that had disturbed the quiet of this far too early hour. What he found was Joy standing there, looking perplexed.

"I'm not sure." She answered slowly. "Fear was up here, but he freaked out when I asked him why Sadness was crying in the washroom."

"When are those two _not_ freaking out or crying about something?" Disgust rolled her eyes as she emerged into the hallway.

"But this feels difference from their normal hang-ups" Joy explained. "I think something happened during Dream Duty."

"What happened was they left us with a big mess to clean up!" Anger shouted with outrage from the lower floor, gesturing to the orbs scattered about and kicking the nearest one to vent his frustration.

Joy ignored him in favor of gently knocking on the washroom door.

"Sadness, is everything okay?" She asked sweetly.

The weeping from behind the door paused only for a second for Sadness to answer, "No. Everything is awful!" before drowning out all other sound with a wail of misery as her crying started up again.

"She'd better not be crying into the good towels." Disgust chided.

Joy frowned. Worried about what could possibly have made Sadness so upset. True, the blue emotion was known to cry at the simplest of things, but to isolate herself from the others wasn't like her. It reminded Joy too much of the painful sight of Sadness trying to run away from her in long term. She gathered her resolve to get to the bottom of this.

"Do you want to talk about it?" She proposed.

Another pause, followed by a sniffle. "I appreciate the offer, but I don't think I can." Sadness's voice quivered.

"Um, why not?" Joy inquired, confused, but not yet ready to give up.

"It's not my place to say." Was Sadness's only response before the sobs returned, quieter this time.

"So much for being nice." Disgust shrugged and went on to join Anger downstairs.

Joy sighed, as much as she wanted to help Sadness, she wasn't being given much to work with. And while it was possible that Sadness would come around on her own, the uncharacteristic intensity of her behavior gave the leader doubts. There had to be a way to cheer Sadness up, but the blue emotion's happiness was always a tricky puzzle and to make things more difficult was that Joy felt she was missing a piece. But if Sadness wasn't going to talk about what was upsetting her, there was at least someone else to ask.

* * *

Enveloped in darkness, huddled between a mop and a broom, Fear tried to get a hold of himself. Seeing Joy had only instantly reminded him of how dire his situation really was. His plan was down the tubes and Riley would be going into the haunted house completely defenseless. There would be no way Joy would find anything happy about that. He felt trapped, and it had nothing to do with the tiny space he had confined himself to. Telling Joy the truth would do him no good, only spread out his failures before her. But she was going to find out eventually. And the dread of seeing her disappointment in him twisted at his insides. And to add to his troubles, it was also more than likely she'd not be pleased with finding out he'd offended Sadness. So, Riley was doomed, Sadness hated him and Joy was going to loose all respect for him soon enough. At this point he may as well stay in the closet forever.

"There you are! What's the big idea leaving all those memories out for us to trip over?"

Fear found himself jarred by the simultaneous barrage of the door being flung open- his eyes burning with the sudden flood of light, Anger's shouting destroying his mindful silence, and the jolt of surprise at being found when what he really wanted was to be left alone.

Anger naturally ignored Fear's discomfort and continued scolding him, "You were up to something last night, weren't you? Didn't I tell you? I don't like things going on behind my back! What was I being left out of this time?"

"Nothing." Fear sighed, "Nothing happened last night that did anyone any good." He stood up and left the closet, his head hung low.

"Well if you're done playing in that smelly closet you can help clean up this mess you left." Disgust said. "Was dream duty really so boring you'd rather watch memories of Riley getting her teeth cleaned or…EW SPIDERS!" She dropped the memory she had picked up and took a few steps away from it for good measure, shaking her hands as if the spiders had crawled out of the memory and onto her. "Ew, ew, gross!"

Anger chuckled, but Fear was finding nothing funny in his current situation. He wordlessly started picking up memories and sending them away through the recall tube. His heart nearly stopped when he spotted Joy coming down the ramp and heading straight for him. What was he going to do? Surely she was coming over to yell at him for being so mean to Sadness and for plotting behind her back. This was it, no where to run; humiliation and punishment were imminent. He braced himself for her harshest words.

"Fear, can I ask you about Sadness?" her tone didn't sound angry, but he refused to relax just yet. "She seems really upset about something but she won't tell me what. You were talking to her before, right? Can you tell me what happened?"

His mouth dropped open in surprise. Sadness hadn't told her? Why wouldn't she tattle when he had hurt her feelings so badly? He fumbled for words as Joy waited for his response. Should he tell her the truth and just get it all over with? But what if this was his only opportunity to come up with a plan B before it was too late? He could come up with some lie to pacify Joy's curiosity, but that could backfire on him if Sadness changed her mind about talking. No matter what, Joy wouldn't stop prodding until someone gave her an answer. Maybe, he decided, he would reveal only the immediate problem. That way he could satisfy her question and still avoid mentioning how unprepared he was for Saturday. She still might be upset with him, but he could minimize the damage and hold on to the chance to get back in her good graces with an impressive performance at the haunted house, however that may happen. _One thing at a time_ , he told himself.

With palpitations in his chest he readied himself and spoke,

"We had a misunderstanding and I said something I shouldn't have."

Joy's expression remained the same anticipatory stare. "What did you say?"

He fiddled with his hands, sucking on his lower lip before sheepishly telling her, "I'd rather not repeat it."

She nodded, "Ok. Did you apologize?"

"Of course I did!" he reflexively shouted. He caught himself and lowered his still panicked voice. "But she kept crying and I don't know what to do."

He waited for her response, worried she'd ask for more information. He needed to control how much she knew about the situation, otherwise he risked hitting the limits of her gracious nature.

"Well, if you said you were sorry, I'm sure she'll come around eventually." She said reassuringly. "Maybe you should try talking to her again. Maybe I can help you!"

"No!" he interjected, eyes nearly popping out of his head. Realizing he was again incriminating himself with reactionary shouting, he toned himself down and nervously chuckled, "I wouldn't want you to get in the middle of our silly little problem."

"Oh, I don't mind. That's what friends are for, right?"

It was the last answer he was looking for, and she made it worse by grabbing his arm and dragging him to the washroom door. She knocked.

"Sadness, it's me. I brought Fear so we can work things out."

There was a sniffle from behind the door.

"He told you what happened?" Sadness asked.

Fear cringed; now he was in trouble. Joy was so close to learning exactly what sort of helpless, thoughtless mess he really was.

"He told me it was all a big misunderstanding. Wasn't it Fear?" She coaxed him to the door and gave him a confident 'you can do it' grin.

He stammered. What could he say? He had already apologized until he was blue in the face. And with Joy watching he couldn't say anything that could potentially tip her off about Saturday. But he had to say _something_.

"Sadness, I know what I said was wrong. Please, don't be mad at me." He pleaded, hoping by now she'd cooled down enough to forgive him and then they could put all this stress behind them.

To his surprise the door opened and Sadness slowly shuffled out, wiping her eyes with a tissue.

"I'm not mad at you." She said with wet, puffy eyes that turned to the ground. "But what you said still hurt to hear."

What started as a sigh of relief poured out instead as if he had the wind knocked out of him. Did this mean she wasn't going to forgive him?

Noticing the distress on his face, Joy tried to cheerfully intervene.

"But that's water under the bridge now. No real harm done, right?"

Sadness gazed at Fear, his features anxious but hopeful.

"I guess you're right." She conceded.

"Ooh! That's wonderful!" Joy celebrated, wrapping the other two into a group hug. "I knew we could work things out. Now let's all go give Riley a great All Hallows' Eve… eve!" She released then and scampered off, singing to herself about grim and grinning ghosts.

Fear watched her leave with the relief that the situation hadn't gotten out of control. He had avoided her learning of his fallibility so far; he only needed to keep it up until tomorrow night and in the meantime formulate a back-up plan to give Riley the edge she needed to ward off the excess of the Heebee Geebies.

He looked back to Sadness who was eyeing him bashfully.

"I'm glad you were able to tell Joy about your problem. I know it probably wasn't easy for you, but now she'll be able to help you."

"Uh… about that…" Fear grimaced, fiddling with his hands, his eyes searching about as he hesitated to continue.

Sadness read his body language and made a sobering deduction.

"You didn't tell her?" her eyes widened then looked away, thoughtfully.

Fear tried to defend himself. "I did tell her about some of the things that happened…just not anything related to Halloween, or my plan and it not working out." He felt he was floundering and tried again, "You know why I can't tell her!"

Sadness, giving him an impassive stare, slouched slightly and sighed, "We can't have Riley becoming a daredevil hooligan."

He wasn't sure if she was being sarcastic but proceeded to explain, "This may be my last opportunity to come up with a way to show Joy I can handle myself. Isn't that why you didn't tell her?"

"I didn't tell her because it wasn't my place to. I thought you would tell her when you were ready. I thought you'd be ready sooner. I guess I was wrong." She squeezed and twisted the tissue in her hands, avoiding eye contact.

A pang of guilt hit his heart. She had that much faith in him to think he'd confess his failings to Joy? But he knew he couldn't do that, not yet.

"Look," he explained, "I have one day to make things right. If I tell Joy now that I can't handle the haunted house, she'll take over on Halloween night, tell me what to do the whole time and I'll look like I can't do anything on my own."

"And you think she'll respect you more if you don't ask her for help?"

"Yes, exactly! If I can pull this off, Joy will see how well I can take care of Riley and help her be mature."

Sadness watched him in silence a moment, then stared down at her shoes with a half-hearted nod.

"I understand. I won't say anything to Joy." She stepped past him and hurried down the ramp.

"Thanks!" he tried to tell her, but she didn't look back or answer him.

A sinking feeling welled up inside him. Had he hurt her feelings again? It's not like he had promised her he'd tell Joy and then broken his word. But there was a hint of betrayal in her voice that made it sound like she was disappointed in him.

* * *

"Can you believe that Afro wig on Mr. Fitzgerald?" Asked Sam as Riley followed her and Alexis to the lunch room.

Riley laughed, "Yeah, I'm surprised that he could get it through the classroom door."

"It was like ten times the size of his head!" Alexis giggled.

 **\/**

"Haha! It was so huge!" Joy chortled, twisting knobs and pushing buttons to help Riley best experience her amusement.

"At least it looked better than his usual bad comb-over." Disgust added.

 **/\**

"Hey guys, over here!" Amy called out, waving her friends over to the lunchroom table she was sitting at. Joanie and Madison were already sitting with her.

Riley sat down removing her brown bagged baloney sandwich from her backpack.

"Did any of your teachers come wearing costumes?" She asked Joanie.

"Miss Pohler wore a witches' hat, but it kept blowing off her head every time she walked across the classroom." The taller girl snickered.

Riley snorted back a laugh, careful not to choke on her bite of sandwich.

 **\/**

Fear grumbled to himself as he pulled a lever. He already had too much to worry about without preventing Riley from inhaling lunch meat. He had wracked his mind all morning trying to think of a way around his dilemma.

And to add to his distraction was Sadness. She had done nothing but mope over the console since they had last spoken. She hadn't done anything to actively affect Riley, but occasionally she leaned on a few buttons listlessly while moaning about how sad it was that some of the teachers couldn't afford nice costumes to wear to class today, or how the caramel the math teacher had given out was now sticking in Riley's teeth, or how poor Mr. Fitzgerald's wig was probably a big reminder to him of his premature male pattern baldness.

It was obvious she was in a funk and he knew he was the cause of it. To worsen matters was that Joy had noticed and tried to intervene by peppering Sadness with words of encouragement and making offers to talk.

Sadness kept true to her word however and only told Joy that she needed time to herself to think.

Currently the blue emotion was silently staring out the back windows at the Islands of Personality. Friendship Island, specifically, as it glowed and its statues moved energetically, a reflection of the good time Riley was having with her classmates.

 **/\**

"Take a look at this." Amy announced, pulling a pamphlet out of her backpack. She spread it out over the table, revealing blood red text on glossy black surrounded with photos of people in fright make-up and scary costumes mugging threateningly for the camera. Big letters at the top read "Warehouse of Fright- XXL!"

"Is this the haunted house we're going to tomorrow?" Asked Alexis.

Amy grinned, "Yep. My brother went with his friends last night and he said it was the scariest thing he'd ever seen."

Riley leaned over to get a better look.

 **\/**

Fear studied the view screen, taking the opportunity to read over the flyer to get a good idea of what horrors Riley could anticipate for tomorrow. The advertisement boasted that the haunted house had been running for "Ten Terrifying Years" out of an abandoned warehouse where guests would navigate "Six Spine-Tingling Spaces! Each scarier than the last!"

"Every room has a different theme." Amy explained. "There's a haunted forest and a creepy hospital, and you go through each one while the actors jump out and scare you. I heard that because it's their tenth anniversary this year, they made the attractions _ten_ times scarier."

The other girls "oohed" at this information. Joy did too. Fear however cringed.

Just his luck that Riley's inaugural visit to a haunted house would be at the time its proprietors decided to up the scary factor. The names of the themed sections she'd be touring weren't encouraging either. Names like "Dr. Hacksaw's Horror Hospital", "The Cannibal's Butcher Shoppe", and "Miss Spider's Parlor" put him on edge. But the one that really got him trembling was "The Psycho Circus", highlighted by a photo of a scary clown wielding a bloody jugglers' club.

Clowns, why did it have to be clowns?

He gripped a knob on the console almost without thinking about it and slowly twisted it up a few notches.

Riley sank back in her seat, an apprehension rising inside her. She looked away from the flyer and around at her friends who were all excitedly chatting over the prospect of being scared out of their wits.

Joy noticed Riley's excitement levels were dropping steadily. She glanced over and saw Fear biting his lip, staring at the screen with his hand on the console's controls. Gently she placed a hand on his shoulder.

"Hey, we're gonna have fun at this, you'll see." She encouraged.

He turned to her and instantly took his hand off the knob.

"Yeah, fun. I'll think about the fun." He said and plastered on a smile.

It was a good start, but she could tell by the strain on his face that he was still nervous. She eyed the screen and saw Madison sitting next to Riley, peeking at the pamphlet.

She got an idea that made her grin; not only could it help Fear, but it also may help Sadness cheer up too. She did a little dance with a giggle at how clever she was and scampered over to grab Sadness.

"Sadness, look! This will be Madison's first Halloween in San Francisco too. I bet she'd really like someone to talk to about it."

Sadness looked up at the view screen and the ghost of a smile passed over her face.

"I guess she's feeling a little homesick like Riley is." The blue emotion agreed and shuffled to the console.

 **/\**

Riley noticed Madison next to her, reading the flyer. Like herself, Madison had moved to San Francisco recently and it occurred to her that her friend might be feeling as unsure about going to a strange new place on Halloween as she was.

"So," She began to ask, "Did you go to any haunted houses back in Chicago?"

Madison looked up at Riley and smiled.

"Yeah, my parents have been taking me to one every year since I was nine." The other girl beamed. "I was worried I'd have to give that up when we moved here, but after Amy told me about this one, I got really excited."

Riley's heart dropped. Not only did Madison have experience with haunted houses, apparently she _loved_ them. This was not the response she had been expecting.

 **\/**

Fear gulped nervously; so much for looking to a fellow newcomer for support. A quick glance over to Joy showed that she had been equally thrown off by this news.

Beyond Joy he spotted Sadness, staring at him. It looked like she wanted to say something and was trying to build up the nerve to do so. A look was in her eye as if she was waiting for his permission.

He knew what she wanted to do. She wanted Riley tell Madison that this was her first time to a haunted house, to tell her that she was afraid, to seek out some sympathy and council. But wouldn't that lead to all her friends finding out? Possibly lead to them making fun of her? It was a risk he wasn't ready to take.

"So are we the only kid in this school who has never been to a haunted house? What is up with that?" Anger asked aloud, breaking the tense silence.

Fear lowered his head, Anger had a point. All of the other girls had been to haunted houses before, and probably at a young age like Madison. They'd surely tease Riley if they learned she was scared of her first time going. He gave Sadness an apologetic look and turned to Joy.

"Well, if they've all been to one and want to go back, I guess they can't be all that scary, right?" he bluffed.

"That's the spirit!" Joy exclaimed, grinning. "I'm so proud of you, being brave and giving this a chance."

Now the knife of guilt twisted in him a little more. He didn't want to lie to Joy, but these were dire straights. Behind Joy he could see Sadness frowning and looking away, Disgust preening her hair, not paying him any attention at all, and Anger rolling his eyes with a look of exasperation. Then an idea struck.

Tapping a few buttons he got Riley to change the subject of her conversation to what costume Madison would be wearing on Saturday. While Joy became distracted with helping Riley be encouraging, he snuck off to the other side of the room where Anger was reading his newspaper.

"Um, hey, can I ask you a favor?" he timidly asked.

"I'm surprised you can ask me anything with your lips stuck on Joy's behind so often." Anger answered scaldingly without lifting his eyes from his reading.

Fear frowned and gave a sigh. "Actually, I need your help for Saturday. I need you to teach me how to handle the haunted house." Anger looked up at him, a look of disbelief on his features. Fear continued, "You said if I wanted to up Riley's bravery I should come to you. Well, here I am."

Anger put down the paper and got off his chair. "You're really that desperate, aren't you?" he asked. Fear meekly nodded. Anger gave this some thought. "Hmm, trying to desensitize you didn't work. And when it comes to prioritizing Riley's fears, you're a mess..." he paused and glanced out the windows, a smirk crossed his face. "But I think I've got an idea that if it doesn't work, it'll at least be fun...for me anyway. Meet me down here one hour after dream duty starts. Got it?"

Fear hesitated. He didn't like that Anger was being mysterious, but what choice did he have?

"Uh, yeah. Got it."

"Good." The red emotion smiled, then went back to his chair and his newspaper.

Fear breathed a sigh of relief, he finally had his backup plan. As he headed back to the console he caught sight of Sadness sitting on the couch. Closer inspection showed she was doodling frowny faces on a piece of paper. Another pang of guilt twisted in his chest. If it weren't for him, right now she'd be guiding Riley through a heartfelt confession with Madison...Or helping her cry through the pain of her friends teasing her for being a big scaredy-cat. Either way he had cost her a moment of usefulness and after his accidental insult he knew this wasn't making him look good in her eyes. He assured himself that once Halloween was over he'd find a way to make it up to her, though at the moment he had no idea how.

As the day wore on Sadness became more aloof, looking away whenever she caught him looking in her direction, keeping her distance when they were both using the console, and eventually walking away from him whenever he approached. It was driving him nuts with anxiety and remorse.

Fed up, he followed her into the Mind Manual library and cornered her into listening to him. "Sadness, I need to talk to you."

All he got from her was a solemn, "Don't you have something more important you should be Doing?" before she started walking away.

What really hit him hard was the complete lack of malice in her words, like she genuinely believed he did have something better to be focused on than her. And that's what hurt the most. He had done nothing but maker her feel awful since his outburst, and she had done nothing to deserve it. He knew how sensitive she was, but did that stop him from turning away her input out of fear of his own embarrassment? No, it hadn't.

"Sadness, I'm sorry about..."

"Please stop apologizing." she stopped him. He choked on his unused words.

"What?"

"This is a stressful time for you, I can tell. So, you do what you think you need to do. Don't worry about me."

She turned and left him standing there, dumbfounded. She didn't want his apologies, she didn't want his presence, she didn't want anything to do with him. He had lost her, and it was all his fault.

 **[To Be Continued]**


	12. Chapter 12

[AUTHOR'S NOTE: While I missed my Halloween deadline, I'm at least happy to say I've hit the start of the third act. With any luck, this story will be done by the end of the year. Until next time, Happy Thanksgiving everyone.]

* * *

Laying in bed feigning sleep only reminded Fear that even if he hadn't made an appointment to meet with Anger tonight, he'd still be denied a good night's rest by his stress. The weight of Halloween's imminence held him tightly and worse still was the guilt of how he had treated Sadness and how it gnawed at the back of his mind. In the darkness he heard Joy giggle in her sleep, no doubt in the midst of a good dream. A kind of dream he'd never know the likes of.

Out of the corner of his eye he spotted Anger sliding out of bed and stalking across the room to the door. The red emotion beckoned him with a silent finger. Fear gulped, carefully rising to follow. He was led down into headquarters where the only light was from the dream playing on the view screen.

Rainbow Unicorn was frolicking through a field of glittery flowers as candy rained down on her from above. She lifted up a hallowed out pumpkin to catch the bounty as she whinnied gleefully, tossing her hair about like a supermodel. And for whatever reason, this was all happening in slow motion.

Fear would have made some snarky criticism about the dream's directorial choices if he hadn't noticed Sadness at the console. A part of him longed to go over to her and make another attempt at apologizing, but stopping him was his awkward lack of anything resembling a convincing argument for her to forgive him, the fact that Anger was standing there to witness any doomed attempt at said apology, and the most obvious fact that Sadness was asleep in her chair.

"Ha, just like clockwork." Anger eagerly noted. "She always falls asleep during her dream duty shift. Which means she won't rat us out for doing this." He maneuvered around her and stealthily as possible programmed something into the console.

The recall tube descended half way and he gestured for Fear to climb into it.

"Babies first." He offered.

Fear flinched, then glared distrustfully, "You want me to go in there? You never said anything about us leaving Headquarters!"

"If I had, would you have still agreed to go along with this plan?" Anger asked.

"Well, I, uh…"

Taking Fear's hesitation as a good enough answer, Anger resumed; "Right. Besides, what I got planned can't be done here. So get in."

He started to shove the taller emotion, but Fear shrugged him off and entered the tube of his own volition. Through the transparent glass he saw Anger stomp the engage button and a whoosh of air pulled him upwards into the inky black tube system.

Fear screamed with unbridled terror as he was pushed along blindly through the claustrophobic tunnels at rapid speeds until it dumped him out roughly onto a pile of memories. Five second later Anger dropped out and would have landed on the disoriented Fear if not for a last second roll out of the way.

Fear had barely recovered from his tumble when Anger pulled him up by the collar and ordered him to "Come on."

He found himself dragged past the collection bin at the entrance to Long Term towards one of the towering islands suspended over the Memory Dump drop off.

"Hockey Island?" Fear asked with confusion. "What are we doing here?"

"Oh, you'll see." Anger said too eagerly for Fear's comfort.

They traversed the bridge and entered the open area. The chilly island was dark while Riley slept, save for the huge scoreboard suspended over the massive skating arena in the middle of the island, each of its four Jumbotron screens playing a different hockey related memory or fantasy. Anger searched around a moment and found a power switch that lit up spotlights surrounding the rink. Illuminating the arena, they could see it was an amalgamation of elements from the various places Riley had skated at over her life: the stadium the Foghorns currently practiced at, the Groundhogs' home rink back in Minnesota, along with bits and pieces of various stadiums Riley had seen on TV or read about in Hockey magazines, there was even a grassy patch near the south end that resembled the one next to the frozen pond Riley skated on with her family every Minnesota winter.

Anger marched to the equipment shed and rummaged through it while Fear distractedly looked around. The lights being on helped put the purple emotion at ease, but he didn't feel comfortable being there at night when it was dormant and empty, Mind Workers and imaginary beings having gone home for the night. He still felt some nervous jitter that being there would get them into trouble. His mind preoccupied, he didn't notice Anger throwing goalie pads at him until they hit him.

"Here, put these on." The red one ordered.

"Why?" Fear asked, eyeing the safety equipment with trepidation. Anger sighed, rolling his eyes.

"Oh, we're going to a costume party…" He said sarcastically before shouting, "We're playing hockey, dummy! Why do you think I brought you here?! Now put these on, unless you want me to shoot pucks at you without padding."

Fear fell out of his defensive stance and began pulling on the pads and protective mask. Anger grabbed a hockey stick and a duffle bag stuffed with every puck he could find.

Anger skated out to the center of the rink. The ice being imaginary, there was no need for skates, one less thing for Fear to worry about as he approached the edge of the rink. He hesitated, trying to ensure he had a stable footing. He had observed Riley skating her whole life, but he personally had never done it before.

He gulped to settle his nerves, let go of the sideboards and pushed off, gliding until he ran out of momentum. Awkwardly, he shuffled his feet in a feeble attempt to keep going only to nearly loose his balance, pinwheeling his arms to keep upright.

"Will you stop dilly-dallying?" Anger snarled, "I don't want to be standing here all night long!"

Remembering how Riley always did it, he pushed off on one foot and found himself moving forward effortlessly. He smiled, seeing as how he wasn't going to fall flat on his face and allowed the muscle memory to take him across the rink to the goal zone Anger was facing. Grabbing the side of the goal to come to a safe stop, he took his position inside of it.

"Heh, that was actually kinda fun." He admitted.

"Well, playtime's over Boitono." Anger huffed. "Now it's time for business." He dumped out his duffle bag, creating a pile of pucks as tall as he was. Scooping a puck in front of him with the stick's blade, he readied himself for a shot. "Here's the plan: I shoot pucks at you, and you block them."

Fear raised an eyebrow. "And this prepares me for the haunted house, how?"

Anger drew back his arms and whacked the puck as hard as he could. It flew through the air at a frightening speed, frightening enough that Fear squealed in terror and ducked to avoid getting struck right between the eyes. The puck hit the net with a swish and a loud buzzer sounded from the scoreboard, signaling that a goal had been made.

Leaning on his stick, Anger looked at Fear smugly as the latter trembled, recovering from the close encounter.

"Scary, right?" He asked assumptively. Fear could only nod meekly. "The way I see it, if you can get over the fear of a puck flying at your head, you can get up the nerve to handle anything that might pop out at Riley during our visit to the haunted house." He pulled over another puck and lined up his next shot. "So, let's get crackin'."

"Okay, I just need a minute to get mentally prepared for…AHHH!" Fear tried to say before the puck came at him. He dodged it, only for another to come speeding in his direction. A constant barrage of hard rubber projectiles continued to bear down on him, with him avoiding every shot with a speed that was surprising considering all the bulky padding he had on.

"Stay still, dip-stick!" Anger snarled, becoming more frustrated with every scream from Fear and every buzz from the scoreboard. He lined up his next shot and smacked it with all the force in his rage, his head igniting as he let out a roar.

The puck soaring squarely at him, Fear dove to the ice. He huddled there, gloved hands covering his head and face as he shivered with fright.

Anger growled and skated over to the goal. He tapped Fear's helmet with the butt of his stick and glared down at him.

"What is wrong with you?" He demanded. "I give you one little instruction and you foul it up! Do you think Riley should be acting like this during a game?!"

Fear peeked up through his facemask and stammered. "But, Riley doesn't play goalie."

Anger looked like he was using every last ounce of self control to not throttle Fear right then and there.

"It doesn't _matter_ that Riley doesn't play goalie! What matters is that she keeps it together on the ice so she can play the game! What you need is to get your priorities straight!"

"My priorities are perfectly fine." Fear insisted, sliding a bit before getting to his feet. "My intentions are to ensure Riley doesn't get hurt. It's my nature to avoid danger. So sorry if having slap shots lobbed at me and a billion miles per hour takes me out of my comfort zone." He crossed his arms, confident that his argument was sound.

Anger, however was not persuaded.

"Your comfort zone?" The red one threw his arms in disbelief. "Oh, heaven forbid I violate your comfort zone!" he rubbed the space between his eyes and let out an irritated sigh. "Let me tell you something: Life isn't always going to be 'comfy'. Sometimes, life can be a real _jerk_!" He poked Fear in the chest with his stick for emphasis. "And when life starts to jerk you around, you can't hide; you have to fight back! And fighting back means you have to be able to take a hit!" He skated back to the blue line and queued up another puck. "If you keep avoiding the hard things in life, Riley's going to miss out on all the fun. But you're too selfish to care. All you're concerned about is your precious comfort zone."

"T, That isn't true!" Fear stuttered in protest.

"Then prove it!" Challenged Anger, drawing back his stick. "Are you gonna keep ducking pucks, or are you gonna start protecting that goal?"

Anger's accusation had stung, mostly because Fear worried that he was right. He had been acting selfish lately, aiming for avoiding an uncomfortable confrontation with Joy rather than being honest. A choice that had cost him Sadness's friendship. Now Anger's words were digging in deep alongside the guilt was already feeling. He had come here to learn to be brave only to waste Anger's time with his cowardice. And worst of all, he wasn't doing Riley any good like this.

He made up his mind. Clenching his teeth, he took a wide, stable stance in front of the goal and shouted,

"Bring it on!"

The puck was hit with all of Anger's pent up frustration and it soared towards Fear at an alarming speed. He gasped and resisted every instinct to dodge the oncoming object. He did however give into the reflex to cover his face with his huge goalie mitts. In doing so the puck hit the blockers and bounced off harmlessly to the ice.

It took a few seconds of cowering to realize that he was no longer in harms way. He peeked between his gloves and saw the puck sitting before him and Anger's surprised smile.

"I…I did it?" He asked, bewildered. He looked to the puck again to be sure. "I did it!" he shouted gleefully.

"Yeah, you did it…" Anger conceded. He pulled another puck over with his stick, ready to strike. "Now, let's make sure it wasn't a fluke."

He let the puck fly and watched eagerly for Fear's response. The purple emotion squealed but held his ground, blocking the shot to his solar plexus.

Fear was ecstatic: He was really doing it. And with the pads on it didn't hurt as much as he had thought it would. Anger continued shooting at him one after the other like a machine gun, and with every blocked shot Fear's confidence rose. Soon he was swatting away pucks without flinching, laughing the whole time.

The next puck went high and wide to his left, hardly anywhere near him. Normally he'd be all too happy to let a rapidly flying object miss hitting him completely, but he reminded himself that it wasn't his well being he needed to be looking out for. He reached out a gloved hand and snatched the puck out of the air before it could hit the net for the goal.

Anger threw his hands up in celebration.

"Now _that's_ what I'm talking about!"

Fear stared at the puck in his hand, gawking at how easy it had been to catch it. His reflexes had always been good, but the fact that he used them to protect something other than himself filled him with a new and satisfying feeling, even if the thing he protected was only a hockey goal. It still gave him hope he could be brave.

"Did you see that?" He inquired, barely able to contain his excitement. "I caught it." An exuberant giggle escaped him. "I stopped the puck. How's that for bravery?" he smiled, looking quite cocky with his chest puffed out and his hands on his hips.

"It's a start." Anger shrugged nonchalantly.

"You bet it is." Fear grinned back, unaffected. "Tonight; hockey. Tomorrow; the haunted house. After that, who knows? But right now I feel like I can handle anyth… What was that?!" He interrupted himself to point to something in the distance. Anger followed his bug-eyed gaze to catch the glint of light off someone ducking behind a set of bleachers.

The red brick frowned with a grumble. "It's probably just a Mind Worker investigating why the lights are on." He shouted to the shadow lingering just outside the illumination of the spotlights. "Hey, nothing to see here! We're from Headquarters on official business!"

"We didn't mean to cause trouble!" Fear hastily added, pleading, "Please don't throw us in the subconscious!"

"So much for being ready for anything." Anger chided under his breath.

The figure stepped forward and entered the light. To both emotions' surprise, it was Sadness.

"Oh, I'm sorry. I didn't mean to startle you." She apologized meekly.

"Sadness?" Anger asked, waving his hockey stick in the air. "What the H. E. double _these_ are you doing here?"

She twiddled her fingers, looking like a child who got caught sneaking sweets before dinner.

"I woke up when I heard you two leaving through the recall tubes. And I know that I'm not supposed to sleep during dream duty…or leave…but Riley's dream was making me sad, and you guys were gone for a long time and I started getting worried something happened to you. So when I saw the lights on here and I decided to see if everything was okay. I hope I didn't interrupt anything important. I can go." She turned to leave.

"Don't go!"

The words came out without Fear thinking about it, surprising himself. But he felt relief when Sadness stopped and turned back to him. "I mean, it's okay if you stay. If you still want to."

She looked up at him and his awkwardly grinning face with a frown, which made him frown.

"Really? I wouldn't want to be a bother." She sighed.

"You won't be a bother, honest!" he quickly told her. "Right Anger?"

"Eh, as long as she doesn't get in my way she can set up a hot dog stand for all I care." Anger shrugged, skating back to his pile of pucks.

Fear looked to Sadness hopefully. He wanted his invitation to make her feel welcome, because he wanted her there more than he could have imagined he ever would. He had no idea how he'd handle it if she rejected him, aside from being utterly crushed.

"I guess I can stay for a little bit." She said after a long, nerve-wracking pause.

Fear smiled with evident relief. "Good, that's good." He stood there uncomfortably a moment, wanting to continue the conversation, but not sure what to say next. "So… you were worried about us?"

"It isn't like you to leave Headquarters willingly. So I figured you must have been desperate to let Anger take you out here."

This confused Fear. It sounded like she was primarily concerned about _him._ Did this mean she forgave him?

"Hoo boy, yeah. I'm pretty desperate. You know, about Halloween and all." He answered, hoping that agreeing with her would further mend things between them.

"But it looks like it worked out okay." She said. "You did a good job defending that goal."

"Um, thanks. Didn't know I had it in me."

He saw her smile, but only for an instant before it got lost in a frown. It seemed something was still bothering her and it filled him with consternation, knowing deep down that the something was still him.

"Hey! Are you two gonna chit-chat all night? Or do I have to slap pucks at the both of you to see any action?" Anger yelled from the ice.

"Oh, sorry. I knew I'd cause some problem…" Sadness moaned.

"No! It was my fault." Fear claimed with compunction, trying to remedy her darkening mood by shifting the blame to himself. He wracked his mind for a way to salvage the moment, but he became distracted by something moving in the distance towards them.

"Uh, Sadness, did anyone else come with you when you came here?" He asked, trying to keep his rattled composure.

To his dismay, she shook her head and told him, "No. I came alone."

He prickled. "Oh…Okay…Then who is that?!"

She turned to where he was pointing and saw a figure plodding slowly in their direction. There was something off about the stranger's gait; the way they dragged their left leg as they lurched unsteadily forward.

"Are you going to flip out every time you see somebody out there?" Anger asked with annoyance as he marched over. He looked out towards the edge of the arena as the figure approached. He seemed unfazed by the disturbing way they stiffly swayed with each uneven step. The stranger wandered under a spotlight, revealing their form.

"ZOMBIE!" Fear screamed, ducking behind Anger who didn't react in the slightest.

"Looks like an extra from Dream Productions strayed from the set." He huffed, reminded of the studio's aggravating fixation on zombie dreams that past week.

"Are you sure?" Fear quivered, poking his eyes over the square one's shoulder.

"He's moving awfully strange." Sadness noted. "Maybe he's hurt."

Anger snorted, "He's probably one of those artsy-fartsy method actors." He cupped his hands around his mouth and shouted at the still approaching figure. "Hey, moron! Dream Productions' that a-way!" He pointed inland where the faint glow of spotlight beams cut through the skyline.

The stranger paused to look where Anger was pointing, then let out a ghastly moan and continued to advance on them; arms outstretched towards the trio as they neared.

"Anger, I'm not so sure this guy's an actor." Sadness backed away slightly.

Fear shrank into his goalie uniform, trembling within its bulk.

The creature was nearly on top of them and they could get a good look at its decaying face. An eye had detached from its right socket and was dangling freely by the optic nerve. Its skin was deep green and carried the odor of fresh dirt and old meat. It reached out a hand that was missing the flesh off its index finger and grabbed Anger's shoulder.

"Hands off the merchandise, buddy!" he barked, slapping the offending hand away. Said hand broke off its wrist, flew through the air and landed several feet away.

Anger stared at it, dumbstruck.

Sadness gasped and covered her mouth with an expression of shock.

Fear let out a loud shriek, popping out of his goalie pads and tried to scramble away, only to trip over the equipment and land in a clumsy heap.

The previously slothful zombie suddenly lurched forward with toothy maw open and ready to chomp.

Anger hefted his hockey stick up over his head and shoved it into the zombie's mouth, blocking its attack. The zombie gnawed the wood, still trying to grab at Anger with its good hand and stump.

"Not an actor, not an actor!" Fear shouted, scrambling to his feet and trying not to pass out in the presence of a flesh-eating monster.

"I've come to that conclusion!" Anger retorted with a snarl. He pushed back on the zombie, managing to keep it at bay. The zombie was stubborn however, and continued shuffling forward despite making no headway. It reached outwards again, this time getting a fistful of Anger's sleeve.

Anger steamed, his head lighting up like embers. "I said, 'HANDS OFF'!" he shoved into the zombie and twisted the stick, pushing the zombie off what little balance it had causing it to topple to the ground.

The zombie flopped around, bending at disturbing angles before getting back on its feet. The trio drew back from it as it stood, Fear squeaking out a long whimper. It let out a strenuous moan and lunged at them with an unexpected ardor.

Its attack surprisingly halted as it jerked back with violent convulsions, then froze and fell forward landing flat on the floor.

Imbedded in its back were two small metal prongs, attached to which were a pair of wires leading back to the stun gun in the hands of Officer Frank standing just behind the fallen zombie.

The Subconscious security guard carefully nudged the prone body with the toe of his boot, and it let out a dazed moan but didn't move. Satisfied with his work, he looked up at the three emotions with a tip of his hat.

"Evening folks," He greeted. "This fellow didn't cause you any distress, did he?"

Fear timidly raised his hand.

"I'm distressed." He confessed, then fainted.

[TO BE CONTINUED]


	13. Chapter 13

**[Author's Note: Happy Holidays everyone! Looks like your gift from me is a new chapter. We're getting to the home stretch. For my gift, I'd like reviews please.]**

* * *

Fear was roused, then informed by Anger that they were all going to join Officer Frank in escorting the captured zombie back to the Subconscious. The stout emotion explaining he didn't trust the guard to manage on his own. After all, the undead manifestation had gotten loose while on his watch in the first place.

Anger stomped after Frank, Fear and Sadness timidly following. Fear kept an especially paranoid eye on the zombie in tow, consumed by an ever present worry that the second he blinked, the monster would be free and wreaking havoc.

Fortunately the zombie was fairly well behaved, allowing itself to be dragged along by a set of handcuffs, occasionally moaning or grunting and only once did it lean over in an attempt to bite Frank. An attempt curbed by a swift knock on the noggin with the officer's baton.

They approached a wide construction zone that was roped off with mind workers milling about and looking bored, forced to halt their building and demolition tasks. In the center of the area they saw Officer Dave and a mind worker standing over a small hole in the ground about a foot in diameter.

"This is where he got out, eh?" Frank inquired.

"'Fraid so." Dave answered. "And there's a bunch more down there climbing all over each other to get through. We've been keeping an eye on it though."

As if to prove his point, a zombie popped its head out of the hole with a throaty moan. Dave pulled out his baton and knocked it back down as calmly as if he'd been playing a game of "whack-a-mole" at the local arcade.

"Z, zombies are coming out here?" Fear asked, trembling.

"This whole area is directly over the Subconscious." Sadness explained. "So, it's not that surprising."

Dave looked up to Frank and his prisoner. "We were waiting on you to see if you wanted to just drop this troublemaker off here before sealing it up."

Frank shrugged, "Why not? Don't really wanna risk using the main door with the rest of them crowding it to rush out like the last time."

"'Like the last time'?" Anger asked incredulously. "You mean these bozos got out once before?!"

The two officers hesitated to answer the outraged emotion. But their mindworker friend had no such reservations.

"Yeah, these two got overrun trying to put away a couple of strays the other night. Big flood of zombies practically knocked the door down soon as they opened it. The whole horde ended up crashing the set of Dream Productions, right in the middle of a dream no less."

"Is that so…?" Anger shot the guards a knowing look, now understanding the reason behind the odd twist from Wednesday night's dream. Frank and Dave looked awfully embarrassed.

The mind worker continued to gossip, "Took every officer on the force to round them up and cram them back in."

"That's enough, Edith." Frank interrupted, trying to save face. "No need to scare the folks." He turned to the emotions, "We got everything under control now: Double guards posted at the Subconscious gate, patrols throughout Imagination Land, we even told Dream Productions to knock off making any more Zombie dreams."

"But that hasn't really solved the problem if the zombies keep escaping." Sadness pointed out. The guards gave her annoyed glares.

"Hey, we're doing the best we can here." Dave tried to defend. "Riley's been fixated on zombies, so the subconscious's been generating them all week. It's been giving us a lot of work." He turned his attention to assisting Frank in trying to shove their captured zombie feet first into the small hole. It was going in as easily as getting a cat to take a bath.

Fear huffed and whispered accusingly to Anger, "Maybe Riley wouldn't be so focused on zombies if _somebody_ hadn't summoned up the memory of that scary zombie movie when she didn't need it."

Anger grunted and snapped back, "Are you seriously blaming _me_ for this?"

"I didn't see anyone else recall anything zombie related." Fear sassed back.

"Well, you're the one who made that memory scary in the first place." Anger growled back. "If you weren't such a royal baby, all that cheap make-up and bad acting wouldn't have bothered Riley."

"She was almost over it until you brought it back up again." Fear countered.

"And she would have been over it if you didn't freak out so badly."

"Oh please, you _intended_ to scare me with that memory."

"I was trying to help desensitize you, remember?"

"Oh yeah, randomly terrifying me was really helpful." Fear rolled his eyes, sarcastically.

Upset by the squabble, Sadness shrank away from the arguing duo. But as distressing as their feud over who was at fault was to her, she was far more bothered when she noticed the zombie finding interest in their loud bickering. It had turned its attention away from the guards trying to force it into the hole and was making increasingly impassioned attempts to go towards the noise.

"Guys, maybe this isn't the best place to be fighting." She warned.

"No better place than right here, right now." Anger defied her. He turned back to Fear, getting right in the taller emotion's face. "You wanna tell me how you really feel, noodle-boy? Then go ahead; if you've got the _nerve_ for it."

"I, I've got the nerve." Fear stuttered, trying to keep up with Anger's fervor. "And for the record, I think you're reckless."

Anger raised a brow. "Is that so? Well, let me tell you, buddy: if it weren't for me, you'd still be up in Headquarters, wetting yourself over going to that haunted house tomorrow."

"Well, I…I…" Fear stammered, searching his mind for a comeback, but the more he thought about it, the more he realized he was in a no-win situation. If he continued to fight back, it would prove he needed Anger's influence to assert himself. If he withdrew from the argument, however, it would show that he couldn't stand up for himself when things got tough.

Anger saw him falter and couldn't resist rubbing it in.

"I'm right, aren't I?" He gloated.

He was and Fear _hated_ it. He bit his lip, wanting to say something but instead was internally struggling with how lousy he felt. Anxiety grabbed his senses, overshadowing any confidence he had previously gained with the worry that he'd never be able to prove he could handle being brave on his own.

"Hey, look out!" Frank's voice cut through the air. The zombie had pulled loose of his and Dave's grasp and was barreling straight for Fear and Anger.

Fear screamed, but Anger pulled back his fist. "This is a private conversation, jerk!" He exclaimed, giving the Zombie a right hook that knocked its head clean off.

The trauma of such violence only made Fear shriek louder.

"Would you stop that?!" Anger nagged, annoyed. He gestured to the decapitated zombie, stumbling around, blind and harmless. "There's nothing to be afraid of!"

At that moment the ground began to shake. There was a distant sound of many moaning voices that seemed to be coming from below as the ground cracked around the hole. Dave and Edith jumped away just as the ground gave way, collapsing the hole into a gaping chasm.

A wave a zombies began clawing their way up and out causing the surrounding mind workers to drop their tools and run for the hills.

Frank pulled a walkie-talkie from his side and yelled frantically into it, "Back-up! We need back-up!"

"Contain the area! Get those vehicles to surround the breach! We have to stop them from getting any further!" Dave ordered, managing to wrangle some of the remaining mind workers into driving their construction equipment as close to the mouth of the sinkhole as possible. It did little to keep the zombies controlled however as the undead scaled the bulldozers and backhoes and continued to spread out across the clearing.

"We have to get out of here!" Fear turned to run away, but Anger grabbed him by the back of his shirt.

"And leave these nit-wits alone to screw up even more?" Behind him there was an arriving patrol car already being swamped by zombies. The terrified officers trapped inside could only think to put their car in reverse and careen backwards wildly until they crashed into the House of Cards, toppling it to the ground.

"What are we going to do?" Fear cowered. "The zombies are invading Riley's conscious mind. They'll disrupt her thought process. We're all doomed!"

Anger steamed, looking like he was ready to slap Fear to stop his rambling. But instead he looked back to the mayhem and grunted, "It's that stupid zombie movie that caused all this." He turned to Sadness. "We've got to get rid of that memory. You find it and toss it in the dump. That should set things strait."

"Are you sure?" She asked hesitantly. "That sounds drastic."

"Drastic times call for drastic measures!" He shouted back, surprised she'd be questioning him about this. "Riley forgets about the movie, the zombies go away. Outta sight, outta mind, outta our hair! Am I right?"

She shyly played with the bottom of her sweater, "Well… I suppose…in theory."

"Then it's settled. Go find that memory." He pointed at Fear, "You, go with her."

This snapped Fear out of his petrified state.

"What? Why me?" He asked.

Anger groaned with annoyance, "Two of you looking will find it faster. The guards won't be able to keep these dead-heads under control for much longer. So unless you want to stay here and help…" he pointed to the havoc of officers versus zombies to finish his statement. Fear came to a decision quickly.

"I should help Sadness find that memory." He turned and sprinted off after her.

Anger turned his attention to the more active matter at hand.

"And while you're doing that, I'll show these guys how a _professional_ handles an unruly crowd." He rushed into the fray, gleefully ready for some fisticuffs.

* * *

The two emotions wandered through the labyrinth that was Long Term Memory in an awkward silence. While Fear was feeling better now that he was safely far removed from the zombie battle, he was still brimming with anxiety. If they couldn't find the memory, if the subconscious patrol and Anger couldn't subdue the zombies, then Riley's mind would be plagued with waking nightmares that could drive her insane! ...or at the very least distract her from minding her safety and social life.

And on top of all those worries was the fact that he was alone with Sadness and still unsure of how she was feeling about their friendship. He kept inhaling deeply, ready to ask her flat out if everything was okay between them, but with each attempt he chickened out, dreading a 'no' or worse, some vague dismissal that didn't really answer anything. He still wanted to break the tension though.

"So…" He finally said, "Do you think we'll be able to find this memory?"

She scanned the shelves visually as they walked, "The memory is a recent one so it wouldn't be in deep storage yet." She explained. "Plus, it's been recalled once, so in all likeliness, it should be this way." He followed her down a far aisle which opened up into a wider area bustling with mind workers sorting memory orbs.

"Excuse me," Sadness sidled up to the nearest worker. The green hued employee turned his head with a half-interested stare. "Sorry to bother you. We're looking for a memory that may have been filed here not long ago. It would be purple, it was made last Friday, recalled four days ago…"

"It had horrible zombies in it!" Fear described, additionally.

A flicker of recognition passed over the mind worker's face.

"Oh, that one." He said in a spaced out intonation. "I last saw it down that way, somewhere, I think." He pointed ambiguously in the general direction of some shelves bordering the edge of the area. The two thanked him and rushed to it to start searching.

Fear frantically examined every purple memory he saw. There was one of Riley being told that there was going to be a math test next week on fractions, another where she couldn't find her history homework and had panicked that she'd fail the assignment (she did eventually find her paper folded up inside her text book during class), he even saw the one where a speeding car had almost hit her and her friends while they were walking home from school. He scrambled from shelf to shelf, finding memories that were recent, but not the one he was looking for.

"Oh, where is it? Where is…?…I can't find it!" He despairingly shouted.

Sadness looked down on him from atop the ladder she was using to check the higher shelves.

"These memories are being transitioned from Chronological to Associative." She called down to him, "Try looking for memories of things that would remind Riley of the zombie movie."

Fear frowned; that didn't sound very helpful. That memory really could be anywhere, it could take them forever to find it. He focused his mind away from that negative thought and instead resumed looking at every purple memory he could find.

Between the towering shelves, a golf cart pulled up. Hitched behind it were three wheeled bins filled with memories. Mind workers began loading the memories they had been sorting into the bins. Dreading that the memory they were looking for might be among the ones going away, Fear rushed after them.

"Hey, where are you guys sending these memories?" he asked, frantically pawing through the ones being added to the bins.

"These are going to Dream Productions." The driver, a taller, friendly sounding mind worker answered. "Writers are gonna use these for inspiration for new dreams."

"This is how they come up with dreams?" Fear asked, wondering how Riley's unique experiences led to the tired and clichéd tropes he had watched night in and night out.

"Dreams, Daydreams, Flights of Fancy…" the driver explained. He picked up a red orb and momentarily looked into it, "and your occasional Revenge Fantasy." He tossed it back into the pile and perused the rest of what was newly added to his collection.

Fear paused to get a better look at the cart's payload. The bin farthest back was filled with an assortment of green, red and mixed-color memories. The one in the middle was full of yellows and blues. The bin in the front then caught his attention. Although a few green and blue ones dotted here and there, the bin was dominated by purple, fearful memories. He scowled, pointing it out to the driver.

"Let me guess, Nightmares?"

The driver turned in his direction, saw the bin and gave a grin that surprised Fear. "Ohh yeah. Those are my favorite kind of dream."

"You…you _like_ nightmares?" Fear asked, confused.

"You betcha! Nothing like a good ol' nightmare to keep Riley on her toes. Want to make sure she studies for a test? Have her dream she flunked it. She doesn't want to speak in public? Give her a practice run in her underwear. Real life always seems better after a good, scary nightmare."

Fear was flabbergasted, "I never thought about it like that…" For him, nightmares served no purpose other than to torment Riley and to make his turns on Dream Duty extra stressful.

"Fear! Fear, I found it!" Sadness came rushing over, a bright purple memory glowing in her hands.

He threw up his arms in relief. "Oh, thank goodness!" he exhaled, but then paused with apprehension, noting its luminosity. "It…It's brighter than I remember."

"It's been reinforced." She explained somberly. "I think it happened when Anger recalled it the other day and you…" She trailed off. "Well, you remember what happened."

"Yeah, I do…" He nodded forlornly. This, he knew, was his fault. But a small grin found its way to his face as he remembered what they were now supposed to do. "But, we can fix it." He took the memory from her hands. "We can get rid of this memory and everything will go back to normal."

He looked ahead to where Long Term ended; beyond the shelves was the vastness of the Mind World, including the edge of the Memory Dump.

He took off running, even though he faintly heard Sadness starting to say something to him. Barely he could hear her shouting to him from far behind but his focus was solely on the drop-off ahead. His heart pounding from a mix of adrenaline from the run and the elation coming from the idea that soon the memory and all the chaos it had caused would be gone.

He came to the edge and skidded to a stop. Carefully he peeked over the side and got a full view of the dark oblivion that was the Memory Dump below. The effects of vertigo setting in, he stumbled back so he wouldn't fall in. This was it, throw in the memory and the zombie crisis would be over. He pulled back his arm, aiming to give the orb a good long toss.

"Fear! Wait!" Sadness called out. He nearly lost his balance when her yell surprised him.

She ran up alongside him, momentarily pausing to catch her breath.

"What, what is it? Are the zombies coming after us?" He asked, confused as to why she was stopping him.

"No. I just thought that we need to consider if forgetting this memory is really the right thing to do."

He lifted a brow, perplexed. "But I thought you agreed with Anger that this was the best way to deal with the zombies."

She slouched timidly, "Actually I only agreed that this was _a_ way to deal with the zombies. But if I'm being honest with myself, I really don't think this is the best way."

He stared at her, slack-jawed, eyes bulged out in disbelief.

"What!?" he shouted, "Sadness, we don't have time for this! Before we know it, zombies will take over the Mind World and for Riley that'll lead to DISASTER! We can't waste time debating memory disposal methods!"

He watched as her frown deepened. Her eyes widened, then focused on her feet.

"Oh, I see. You're right." She conceded. "You need to do what you think is best for Riley. Pretend I didn't say anything."

Fear blanched regretfully. He was doing it again; putting his need for comfort over the needs and ideas of others. And again his selfishness was coming at Sadness's expense. He snarled inwardly at himself, pulling his hand over his face.

"I'm sorry, I'm not trying to be mean." He repented. "But there's the zombies and the panic and I don't understand why you think forgetting it all isn't good."

She looked up at him and regarded his remorseful expression.

"It's just that Riley would be loosing this memory, but she wouldn't be gaining anything. If we dump it, she's not going to get to process this fear properly, so she'll never understand why it scared her, or be prepared for similar experiences in the future. Even you said we shouldn't go sending scary memories to the dump willy-nilly. But, I understand if you want to make this an exception. These are pretty extreme circumstances after all."

Fear nodded, grasping her logic. She wasn't trying to become an obstacle, she was merely mourning the loss of an opportunity to help Riley in a different way. He frowned dejectedly, having to again disappoint her.

"Look, I want Riley to process this properly, I do. But we can both agree that in this situation there just isn't any other way…"

In the distance he spotted the headlights of the golf-cart from earlier as it pulled away from Long Term Memory, towing its cargo in the direction of Dream Productions. What the driver had told him repeated in his head, accompanied by something he remembered reading about in the mind manuals.

"…Or maybe there is…" He mumbled softly.

Mentally he calculated the risk factors: failure meant prolonging the amount of damage the zombies could inflict on Riley's psyche. It could also ruin his reputation. Two things he knew he did not want. But, if this was pulled off, Riley would come out the other side braver than before. And that was something he wanted more than anything. He turned his eyes to Sadness. He saw her staring at him with a look of confusion, but there was also a small presence of hope on her features. He handed her the memory.

"Come on, I've got a crazy idea!" He took her by the hand and tugged her with him as he started to run after the memory transport.

She allowed him to pull her along as they chased the cart. His natural speed enabled them to close the gap and they were soon within reach of the last bin. Fear stretched out and grabbed the edge with his free hand. He pulled himself into it, then hoisted her in after him. She held on to the memory tightly, the last thing they needed now was for her to drop it.

Now a pair of passengers, the duo waited to be taken to their destination. But while Fear sat uncomfortably with his own dreads and doubts over what was to come, Sadness was sheepishly watching him with an appreciative smile.

 **[To Be Continued]**


	14. Chapter 14

**[Author's note: Short chapter this time. This was actually meant to be part of a bigger chapter but I feel like it's been too long since I posted last, and this is able to stand on it's own before the big action goes down. So enjoy and remember to review.]**

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They arrived through the gates of the glitzy and bustling studio and disembarked the trolley without the driver ever noticing they had stowed away. Along the way, Fear had briefed Sadness on the broad idea of his plan, but now that they where here, he was riddled with uncertainty on whether or not they'd be able to pull it off.

They raced to the nearest active soundstage. Inside actors and stagehands were scuttling around preparing for the next dream, paying no notice to the newcomers that had stepped in.

"Uh, ex…excuse me?" Fear tried to catch the attention of a passer by. The worker ignored his timid attempt and kept right on going. "Pardon us, we're here from Headquarters on important business…" He tried again on the next person, only to get the same response.

Sadness tried physically getting in someone's path while still asking as polite as possible, "Could you please direct us to someone in charge? This is rather urgent." The worker simply sidestepped around her with an annoyed grunt and without a second glance, returned to his business.

Desperation was now settling in; Fear could feel the urgency building inside him. They needed to get someone's attention. If no one was willing to help them, this plan would be an instant failure.

"Somebody listen to us!" The shout escaped him in a burst he was not expecting. Now every single soul on the large soundstage was looking directly at him and he instantly felt the urge to shrink away and hide. He felt Sadness take his hand and caress his fingers reassuringly.

"Go on." She encouraged.

He took an unsteady breath, gulped and spoke.

"We… are here from Headquarters on an important mission." He began, scanning the crowd with his eyes. Everyone was silently awaiting his message. He ignored the nervous fluttering in his stomach, squeezed Sadness's hand, knitted his brow and continued, doing his best to sound as confident as possible. "This memory," He gestured to the orb as Sadness lifted it up for all to see it. "has been causing Riley copious amounts of distress. As we speak, zombies, manifested in the Subconscious, are rampaging through Imagination land. We need a dream that will allow Riley to confront this fear of zombies once and for all."

There was a soft murmur among the crowd. For a moment Fear worried they all might start laughing at him, or worse, go back to ignoring him without a care for anything he said.

The dream director stepped forward, a disgruntled look on her face.

"We've already tried to give Riley dreams to get her over these zombies." She complained, "We put them in silly costumes, we put pumpkins on their head, we tried everything to make them seem less scary. We thought it was starting to work, but then the cops ordered us to stop."

"Well, _we're_ ordering you to try again." Fear puffed out his chest and tried sounding authoritative. To his joy, it appeared to be working as the director turned back to her assistants and started to discuss the matter.

The soundstage doors burst open just then. Anger, Frank and Dave came rushing in, the latter two barking out orders.

"Everyone, evacuate the area! This is not a drill!"

Actors and crew shifted their attention to the yelling with curious and concerned stares.

"Move it people!" Anger shouted. "There's a horde of zombies headed this way. So if you don't want your flesh eaten, you'd better move your kiesters!"

A stagehand screamed and several mind workers took off running for the nearest exits. Even Rainbow Unicorn whinnied with fright and galloped off to lock herself in her trailer. With the numbers thinned, Anger could see Sadness and Fear standing amongst the remaining few.

"What are you two doing here?!" he asked with indignation. He pointed to the offending object in Sadness's hands. "Didn't I tell you to dump that memory? I thought we had a plan!"

They both recoiled and gave each other unsure glances, but Sadness stepped forward.

"We came up with a different plan." She started to explain, "The memory is reinforced, so we thought…"

"Who cares if it's reinforced?" Anger interrupted, "Since you didn't dump it, a zombie horde the size of _Cincinnati_ is coming here right now!"

Fear cringed with a gasp. Sadness frowned.

"That is bad….But if we can give Riley a dream where she can get over her fear of zombies, the memory will lose its potency and the zombies will be easier to manage. When you think about it, it's actually more effective than just waiting for it to be forgotten."

"More effective?" Anger contested, offended that she was contradicting him again. "Throwing it in the dump at least guarantees that Riley will forget it eventually. Another bad dream doesn't guarantee squat!"

"But, isn't Riley getting over the memory better than just repressing it?" Sadness attempted to defend her argument, but weariness had crept into her voice, showing that Anger was beginning to wear her down.

"Not when brain-eating creeps are banging down your door. Now gimmie that." He grabbed the memory from her hands.

She slumped forward, defeat heavy in her tone, "I thought it would be good to at least try…"

Fear bit his lip, an ache of sympathy in his chest.

Anger turned for the doors, grumbling, "This sorry excuse for a studio's been doing Zombie dreams all week and Riley hasn't gotten over them yet. What makes you think you were going to do any better?"

From behind someone snatched the memory out from under his arm. Alarmed, he spun around to see Fear standing over him, a look of resolution on his face as he held the orb in his long fingers out of the shorter emotion's reach.

"You forget, _I'm_ the expert on all things scary here. So, we _are_ going to do better."

Anger blinked, doing a double take just to be sure what he was seeing was real. Fear was glowering down at him, with a real look of annoyance! The red emotion wasn't sure if he wanted to punch him for being insolent, or be proud that the beanpole was finally showing some spine. He'd have to decide later as his purple counterpart turned to address the remaining crowd.

"Everyone, time is of the essence! We need to work together now or all is lost." Some of the more panicked workers slowed down, then stopped to listen. A look of insecurity more expected of him washed over his face, but he pressed on. "I know this whole zombie thing has some of you scared. I know I am. But, this isn't about us. This is about Riley. We could run from the zombies, or hide, or try to forget about them, but if we don't face this problem it'll never really go away. If anyone still wants to get out of here before this place gets overrun, I won't shame you for leaving."

To his surprise, everyone remained where they stood. He smiled with genuine thankfulness.

"Okay, then, let's get to work." He gestured for everyone to huddle around him. "Alright, so making the zombies look less threatening didn't work. So we need to take out this fear at its root." He held out the memory so everyone could get a good look at it. Not much to it, other than the televised swarm of the undead lunging towards the audience. "So, what about the movie upset Riley the most?"

"The jump scares?" One stage hand offered.

"The gore?" Suggested an actor.

"The overreliance on Dutch Angles?" Asked the director.

"All good guesses." Fear answered. "But, the most terrifying part of this movie had to be the ending."

"You mean the most _frustrating_ part." Anger corrected with a snort. "The heroes finally make it that little isolated island only to find out the zombies can get to them by walking along the ocean floor."

"He's right. There was no closure." Sadness said with revelation.

"Exactly! It left us hanging. We don't know if they survived or not! How could they do that to an audience?" Fear lamented.

"I get it, so we need to redo that ending so Riley can see the heroes kick some zombie butt and live happily ever after." Anger smirked, hand beneath his chin.

The director shrugged, "Yeah, I think we can manage something like that." The actors around her nodded in agreement.

Fear turned to the guards, "How much time do you think we have before they get here?"

Frank peered away from the door. "We have the rest of the patrol out there trying to slow them down, but they're coming on strong. I doubt you've got more than fifteen minutes, tops."

There was a moment of silence when everyone looked to one another uneasily, knowing they had little time to accomplish such an important task.

The director jumped to her feet, "You heard the guy, people." she ordered. "We need costumes, lighting, sets, pronto!" Everyone scattered about to get what they needed to satisfy her demands. She walked over to Fear and handed him her clip board. "You're in charge now, buddy. Tell us what we need to do."

Anger gave her a sly look and asked, "Hey, is cursing allowed in dreams?"

She frowned at him critically, "We like to keep things rated PG around here." He mumbled his disapproval as she left to attend to her crew.

Fear was frozen in place, the weight of his responsibility dawning on him. He looked down to see Sadness and Anger looking at him expectantly. He gave a nervous laugh and said,

"Well, I've always said that I could write a better nightmare than these guys."

Anger hopped into the director's chair and quickly made himself at home.

"And _I've_ always wanted to direct."

[To Be Continued]


	15. Chapter 15

**[Author's note: I finally stopped procrastinating and got this chapter typed up. And nothing says happy Valentine's day like zombies. Enjoy and don't forget to review.]**

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Within minutes the production crew had organized the set into a replica of the beachside cabin where the final moments of the zombie movie had unfolded. The actors were all in costume, some playing the role of the movie's Young Adult protagonists, while the others wore goofy rubber masks to play zombies and waited just off set until their cue.

Fear looked around, taking it all in.

"Nice, very good." He praised. "Looks like we're about ready to start."

"Places!" shouted Anger, amplified by a megaphone he had found next to the director's chair.

Fear winced at the volume and flashed a scornful look over his shoulder. The red emotion only gave him a shrug. Forgetting his coworker for now, Fear retreated behind the camera where Sadness, the camera man and the real director were already stationed.

"Reality distortion filter's in and camera's ready to go." the crewman reported.

Fear grinned, "Perfect, let's go."

"Quiet on the set!" Anger announced all to eagerly through the megaphone. Fear rubbed his ear and mentally plotted ways to separate Anger from his new toy.

The last make-up artist, putting the last touches on one of the actors, scampered off set, clearing the area to begin filming.

Fear stood and began explaining, "Alright, here's the set-up: Our heroes have made it to the secluded island and think they're safe from zombie attack. But, lurking beneath the waves, the zombies, unfettered by the obstacle that is the ocean, are ready to emerge and they're hungry for flesh! But our heroes have survived too much to give up now. You're going to use the weapons at your disposal to survive another day! Is everyone ready?" He received a thumbs up from the cast and crew. He smiled, pleased. "Okay, we're going in five, four, three, two..."

"Action!"

Once everyone's hearing recovered from Anger's interjection, Fear did some real directing and signaled the actors to start reading their lines, which had been scribbled hastily onto some cue cards.

"It is so nice that we made it to this island where the zombie plague cannot get to us." one actor recited with all the talent of a third grade school play. The actor next to her pointed off camera.

"Look at the ocean!"

The camera panned around, showing the "zombies" shuffling onto shore with dull moans of "arg" and "grr".

"Oh no, the zombies have followed us here!" The third actor exclaimed. He picked up a plastic prop ax and tried to display a look of determination. "We will defend ourselves!"

The other heroes picked up prop weapons and gave an over the top battle cry before assaulting their would-be undead attackers.

Fear watched the action through the view-screen, where the reality filter made the unimpressive foam and plastic weaponry look like they were doing the zombies real damage.

"So far, so good." he smiled, cautiously optimistic. He turned to Sadness who was still holding the zombie movie memory. "Has the dream faded the memory any yet?"

She shook her head, frowning.

"Nothing yet."

On set, a zombie actor gave a long death wail, grasping a fake arm that the camera saw as severed. Anger rolled his eyes at the over-embellished theatrics with an unimpressed sigh.

"Well, this won't be winning any Academy Awards."

Fear scowled defensively, "It's not like I had the time to write a masterpiece. Now, if I have had a day or two..."

A loud banging from off set interrupted his musing. Frank and Dave were using their bodies to hold closed the main doors as the real living dead assailed it, trying to get in.

"They're here!" Dave cried out. Other doors that had been barricaded with boards and large, heavy props were beginning to buckle and fail as well as decaying limbs squeezed through whatever small gaps they could find, blindly grasping around.

Fear started sweating, time was running out! He turned back to Sadness in desperation. "Please tell me it's starting to change."

Her gaze lingered on the still bright orb for a long moment, searching truly for even the slightest of fades. She looked back to him glumly,

"I'm sorry, it hasn't."

"Oh, this is horrible!" he began to pace back and forth. "They'll have us overrun in minutes. Riley will never get over this fear. This is a disaster!" he fell to his knees, hands over his head, hyperventilating.

"What did you expect with acting skills like this?" Anger gestured to the actors on set.

They were energetically pummeling the fake zombies with foam baseball bats, quipping one-liners like, "You wanna eat my brains? Try eating my brawn!"

The studio doors collapsed inwards, nearly crushing the two guards beneath it as zombies crawled their way in. Fear yelped and climbed a nearby stage light to escape their grasp. A few other studio crewmembers saw the incoming undead and took off running around in circles. Zombies slowly made their way around the soundstage, reaching for anyone crossing their path. The actors playing the heroes huddled together in the center of the set, fake weapons drawn, the looks on their faces showing how they doubted those objects' ability to protect them. Even the actors dressed as zombies decided to keep playing dead rather than risk being noticed by the real zombies shuffling past.

"This is awful. This is terrible…." Fear trembled from his perch.

Sadness looked up at him with a solemn and dismal expression; guilt and grief filling her with the reminder that this was primarily her fault. She turned to Anger, ready to tell him now was a good time to give up.

At that same moment a zombie lunged for the camera. The camera man screamed, leaping away and abandoning his post. Anger jumped up and swung the megaphone in his hand into the zombie's head, snarling, "I am so _sick_ of these zombies!"

The creature went down with a thud and stayed down. To her surprise, Sadness had seen through the camera's viewfinder, not Anger's bulky, red arm attack the zombie, but rather, the reality filter's interpretation of Riley's arm doing the deed. And to her even greater surprise, the memory in her hands lost a candle of brightness.

"Anger!" She called out with shock. "The memory! It just dimmed." She held it out to show him.

"What? This crummy plan is actually working now?" He could barely believe it, but she was right, the memory did look darker.

"When you fought off that zombie, the reality filter saw it as Riley fighting it." She explained.

Anger's look of confusion lifted into one of revelation as he let out an exasperated, yet somehow happy sigh.

"Of course! No wonder this stupid plan was going down the crapper. Riley doesn't want to watch other people take out zombies, she needs to do it _herself_!" He picked up the megaphone, checked to see that it was still working and shouted into it, "Change of script people! There's a new hero in this picture!" The actors looked up to him amid pushing away an advance of zombies. "From here on out, you'll be helping Riley save the day!" he pointed to the camera so they all got the hint. The director tapped him on the shoulder and told him,

"There's a button on that that'll make you sound like Riley." She pointed to the megaphone.

"Perfect." He grinned, then gave her a sly look, "of course you know this means we'll be amping this up to a PG-13 rating." He adjusted the megaphone's setting and spoke again. As informed, his voice now sounded just like Riley's. "Hey, dead-heads! You think you can waltz around here being a bunch of jerks to everyone? Well, think again!"

The sound of his yelling caught the zombies' attentions and they slowly started flocking towards him. He reached into a nearby prop bin and pulled out a wooden bat. He took his place behind the camera and gave a sadistic grin.

"That's right, bring it on!" The simulated Riley voice shouted as Anger pushed the camera forward, knocking several zombie's aside with gleeful mayhem. Inspired by his efforts, the actors gained a second wind of bravery.

"If Riley's not giving up, neither are we!" Exclaimed one of the actors to the camera. They gave a rousing cheer and pressed their way through their attackers, taking out a small wave of zombies with their meager foam and plastic weapons. Once on the other end of the studio they tossed away their beaten up props to select something considerably more dangerous from a pile of tools near a set piece under construction. While they scampered off with hammers, crowbars and one impressively large two-by-four, Anger spotted something that practically had him drooling with excitement.

"Ooh, now we're talking."

He grabbed a roll of gaffers tape and used it to affix his chosen weapon to the camera. A maniacal grin took his face as he tugged the starter cord and heard the satisfying rumble of the chainsaw coming to life.

"You hear that?" He asked the camera, "That's the sound of nobody being able to mess with us!"

The barriers around the sound stage were failing one by one now, allowing in a full deluge of the shambling undead. The subconscious guards were doing their best, now joined with the backup of other officers, to keep the numbers from becoming too overwhelming for the actors and Anger. Everyone remained stalwart in defending themselves, all while putting on a good show for the camera. Anger especially seemed to be enjoying himself, whacking zombies left and right with his bat and pushing the chainsaw-camera rig into any brain-dead enough to get too close.

Sadness watched the ensuing mayhem wide-eyed and trying her best to keep out of the way of all the chaos. She huddled down behind a large prop cupcake, holding the memory close to her chest. She could hear Anger cackling as he walloped a zombie's head off. She thanked goodness that the carnage was bloodless, otherwise Riley would have found the ordeal traumatizing rather than cathartic.

Anger whipped the camera around and took out a zombie coming in on his left. The walking corpse fell in half, its torso flopping about comically, dragging itself behind its still walking legs.

"Ha! Great shot Riley! You're showing them who's boss!" He congratulated the camera.

Sadness gazed down into the memory as its brightness faded some more. She poked her head out to call to Anger,

"Anger, keep it up, its working!" She showed him the memory.

"Damn straight it is!" he hollered back over the chainsaw's roar before resuming his acts of destruction.

She ducked back down behind the cupcake, feeling an excitement bubbling over the idea that Riley was gaining so much bravery from this dream.

"This is going better than I thought it would. Don't you think so, Fear?" She looked around only to realize that she had lost track of the purple emotion. She tried to spot him amongst the frantically fleeing studio employees, stumbling zombies, and mind police trying to keep the chaos under control. Eventually her eye caught sight of a rack of costumes that was shaking on its own. Carefully she dashed over to it. When she was close enough she could make out the trembling form within it trying desperately to blend in with the costumes surrounding him.

His eyes where wide and unblinking, one hand clasped tightly over his mouth to prevent him from screaming and giving away his hiding spot. She squeezed in next to him and gently tapped his shoulder. He flinched and let out a muffled squeak.

"It's only me." She assured him. He calmed when he recognized it was her, but only a little. "Are you okay?" She asked.

"No." he whispered, still shaking.

"It's pretty crazy out there." She mused.

"Uh huh." He nodded meekly.

"But at least it looks like Riley's getting over her zombie phobia." She showed him the memory.

Fear took a moment to take in the sight of the orb; still bright, but not as radiant as before.

"It's working?" he asked with disbelief. But there was the evidence right in front of his eyes. He peeked out between some poofy ball gowns to see zombies being mowed down around them, many now in too many pieces to continue their onslaught, left in harmless, groaning heaps. He let out a laugh, "Its working! We could actually pull this off!"

He watched as Anger charged a group of zombies with gusto, using the chainsaw camera on lines of zombies as easily as one would knock down bowling pins. This was a sight that should have made him happy, but instead he shrank down with a moping sigh, "It's only working because Anger took over."

"But, he only went along with your plan because you convinced him to." Sadness reminded him.

" _My_ plan was to safely stage a nice, happy conclusion to a cheesy horror film. Not have real, flesh-eating zombies getting dismembered in this circus of carnage!" He slumped, looking disappointed. "Even after all that talk about facing Riley's fears head on, I still ran away when things got out of control. I should be out there, helping. Not hiding behind 19th century ladies' dresses." He brushed aside a skirt in frustration, only to catch a glimpse of a zombie wandering dangerously close.

He clasped his hands over his mouth again to contain his scream, barely holding in his rising panic. He pulled back behind the dresses, hoping beyond hope that the zombie hadn't spotted him.

Sadness placed a hand on his shoulder. She cowered, equally as terrified as they watched the figure between the hanging costumes move slowly past.

"In the great green room…" he shakily whispered to himself, trying with all his might to calm down. "There was a telephone, and a red balloon, and a picture of the cow jumping over the moon…" He paused, his anxiety making it hard to remember the words. He was searching his mind for the next part when he heard Sadness recite softly,

"And there were three bears sitting on chairs…"

He looked to her, dumbfounded. She remembered _Goodnight Moon_? Any astonishment that had distracted him quickly vanished as a scrawny, decaying hand thrust between the costumes, bony fingers searching for them.

Fear shrieked and burst out form the costume rack, which tipped over onto the zombie, burying it in Victorian finery. Other zombies heard his inglorious screaming as he took off through the sound stage, and attracted to the noise, started shuffling after him. Sheer panic took over as he noticed them giving chase, his worst nightmare lumbering at his heals. Acting purely on instinct, he grabbed random items as he ran past them and knocked them over into the zombies' path, screeching and babbling incoherently all the way.

"Fear, wait!" Sadness called out, running after him, not wanting to loose track of him again, especially with him in such a terrorized state of mind. She was able to out pace the zombies, getting ahead of them despite her own lack of speed. But, like in the movies, they had an uncanny way of being right behind her every time she looked over her shoulder.

She lost her footing trying to navigate her way over an equipment cart that had been overturned by Fear in his attempt to create road blocks. She landed face first with a pained grunt. Seeing her as an easy target, many zombies gave up on pursuing Fear and swarmed on her location, pinning her down.

Fear turned his head to check on his lead over the zombies, only to freeze in his tracks when he saw Sadness was about to become the horde's next meal.

"Sadness!" He cried out. He reversed his direction and ran back towards her, but stopped when he saw how many zombies there were crowding the area.

Failing to pull herself free, she saw the pained expression on his face; torn between wanting to help her and knowing the extreme danger doing so could lead him to.

"I..Uh…Help! Help, they have Sadness!" He called out frantically, looking around for someone who could help. But cast and crew and guards alike were all currently occupied with their own batch of zombies to deal with, and none looked able to drop what they were doing to come to her rescue.

Whimpering, he tried reaching for her, but drew back with a yelp when a zombie snapped forward trying to bite.

"What do I do? What do I do!?" He shouted as loudly as possible, "Help! Someone! Anyone! Help!" But no one was coming.

There were too many zombies; some leering at him as they approached what was soon to be a feeding frenzy on Sadness, no doubt pegging him to be dessert.

"I…I…" He stammered with uncertainty. He took a few hesitant steps back, looking down to her for any suggestions, any plans, ANYTHING!

She frowned up at him pitifully. With her free arm she rolled the memory she had somehow been able to hold onto towards him. He picked it up, unsure of what this meant.

The undead crowd was now pulling her in under their mass. As she disappeared beneath them, she looked to Fear with an understanding smile and said,

"It's okay. Go. Don't worry about me."

[To Be Continued]


	16. Chapter 16

It was a dark and uncomfortable sea of grabbing hands and rotting flesh. Zombies pulled on her hair and clothes, jockeying for who would get the first bite. In the commotion she was bashed hard to the ground, her glasses knocked askew, making it even harder to see. Probably for the best, she thought: Who wants a perfect view of their own demise?

So this was how her life was going to end? Not along with Riley at the end of a long, fruitful life, surrounded by her fellow emotions, but instead swallowed up by unfeeling manifestations. Her eyes moistened at the thought of how she'd miss Riley. That she wouldn't be there for their girl's formative years. That she wouldn't get to see the woman she'd grow up to become.

Lost in her mourning, she barely noticed the tight grip a zombie had taken on her wrist. It was tugging strongly now, so much so that she was certain it was going to tear her arm from its socket. Instead, it continued pulling until the other zombies lost their hold on her and she was yanked free from their mob. The creature did not loosen its grasp, nor did it stop moving, now rapidly dragging her along the ground, until they were a good distance away and tucked behind a piece of scenery.

Here, she could hear its heavy breathing as it pawed her over, being surprisingly gentle as it did so. Cautiously replacing her glasses, her vision returned and before her kneeled, not a zombie, but a familiar purple face, oversaturated with a mixture of horror and concern.

"Oh my gosh are you okay? Are you hurt? Did they bite you?!" Fear queried, frantically examining her for damage while distractedly listening for any evidence of the approach of the zombie horde no doubt seeking revenge on him for stealing their dinner. She could feel his hands shaking as they passed over her arms, legs and face. Fortunately she had only suffered from a few minor shapes, a torn legging and a partially unraveled sweater.

Still disoriented from her ordeal, she asked,

"Fear? _You_ saved me?"

He lifted his head, but his eyes still darted about with paranoia. Words stumbled out of his mouth,

"I couldn't let them take you! I… wanted to run…I wanted to run away so bad, but…how could I?" He blathered, mentally reliving how he had agonized over the choice of saving his own hide versus protecting her from an untimely death, when doing so risked becoming a casualty along with her. "You…You're too important… Riley needs you."

She blinked at him, a glimmer of surprise in her eyes that then dulled as she looked away glumly. "Oh… of course." She murmured. "Thank you, I guess."

His heart fell. Why did she sound so sad? He knew if it had been him who had been saved, he'd be ecstatic. He hadn't been expecting her to gush praises at him, but he wasn't expecting this lackluster reaction either. A worry burrowed deep in his chest. Was she still upset with him? If saving her life wasn't enough to apologize, then there was nothing that would ever gain her forgiveness.

"I almost wish you hadn't, though." She continued, breaking him out of his guilty thoughts. "Now we're both trapped here and the zombies will find us. You could have gotten away."

He shook his head, "Sadness, going back to Headquarters without you is scarier to me than any zombie." He surprised himself by saying this aloud, but in his heart, he knew it was true.

She appeared to mull this over a moment and said, "You're worried Joy would be upset with you for leaving me behind?"

If one could choke on words spoken by others, Fear did so on those.

"What? NO! Sadness, _I'd_ be upset! I don't want to loose you! You're my friend and after what I did yesterday, I'd never be able to live with myself knowing I'd left you to be zombie food. This isn't about Joy. You're important to ME!"

He realized that he was shouting and he instantly regretted it as he could hear that moans of the insatiable undead drawing nearer. He stiffened and squeaked, dread overwhelming him. He could feel Sadness gently wrap her arms around him and lean her head on his chest. She in turn could feel just how fast his heart was racing.

"I'm sorry." She whimpered, "I never really said that I forgave you, did I? I was so distracted by my own problems that I didn't realize that I hadn't." She sniffled, starting to cry. "I'm horrible…"

"No, no. _I'm_ horrible!" He corrected her. "I should have been more careful with what I said to you." He embraced her back. "I shouldn't have made you keep secrets for me. I made so many mistakes and dragged you along with me. I was selfish. I don't deserve your forgiveness."

The moaning grew louder and now the painted backdrop and its wooden frame were shaking as the zombies tried to clear the obstacle between them and the two tasty morsels hiding behind it.

"But, I guess who's the worst doesn't matter anymore since we're _both_ about to be feasted on like Thanksgiving dinner!"

Slashes of light poured over them as canvas ripped and wood splintered. Zombies stumbled over the mess they had made to get at their prey. Fear's embrace around Sadness grew tighter, pressing her against his body, his breathing heavy as he murmured over and over about how he didn't want to die. She found it curious then, as he protested being eaten, that he was cocooning her, though not very well due to his thin form, rather than use her as a shield to delay his own demise.

First he had come back for her, even when she had given him permission to save himself, and now this. She smiled, despite the terror looming over them now. This was Fear, acting on his true instincts, the very reason he existed: To Protect.

She held onto him comfortingly as possible and whispered, "For what it's worth, I don't think you're selfish."

He didn't answer, or react other than continue his mumbling and trembling. His heart beating so fast now he was vibrating. The advancing horde cast them in shadow and a leprous hand reached out and grasped Fear's shoulder.

Eyes that had been squeezed shut now snapped open. His head reared up in an earsplitting screech. Fear spun around, releasing Sadness and pushing away his attacker with such frenzy induced strength that the offending zombie was sent flying backwards into its horde-mates, knocking a bunch of them over.

His eyes darting about wildly, he spotted a broken plank on the ground near his foot, snatched it up and held it before himself defensively. He saw the remaining zombies continue to draw near and flailed the wood about like a madman, trying to fend them off. Blows landed and an assortment of zombie parts started flying about randomly: a hand here, an arm there, an occasional jawbone and at one point, a whole head.

* * *

With a swing of the snarling chainsaw, Anger dispatched the final zombie in the cluster he had herded into a corner of the soundstage. He was kicking the body for good measure when the tool's engine sputtered out, its fuel supply fully exhausted. Without the deafening growl of the machine, he and several others nearby could now hear the endless, frantic screaming coming from the other end of the room.

"Do you see that?" asked an astonished actor, pointing over the crowd of spectators.

"Wow, look at him go!" Exclaimed another.

Anger had to climb the camera to get a good look at what everyone was busily admiring. To his utter shock, his mouth dropping open at the sight of it; was _Fear_ felling zombie after zombie. Once he recovered from his surprise, he jumped down from his perch, marched over with camera in tow to the back of the crowd. With a rough shove and a grunt of, "Move aside!" he parted the mind workers to squeeze the camera in for a good shot of the action.

"Ha! You see that, Riley?" He asked into the lens. "Even that scrawny nerd's got these zombies on the ropes."

The steady flow of zombies mindlessly attracted to the noise of Fear's screaming found their fates at the business end of his manic swinging. When the zombies stopping coming, it took Fear several moments of blindly swiping at empty air for him to realize that all that remained of his enemies was a heap of dismembered bits at his feet. Still, his paranoia would not leave him satisfied by this and he proceeded to smash and thrust at every writhing limb until the pile stopped moving entirely. After that he tentatively poked around just to be absolutely sure nothing would be popping up and surprising him.

Lost in his doubtful mindset he did not expect to be suddenly shaken back to reality by the thunderous cheering of the rest of the people in the room. He yelped, jumped and took refuge again behind his now badly battered wooden shield.

"We did it!" Frank shouted joyfully, throwing his hat up in the air.

"They're all finally gone." The director sighed with relief.

"And all thanks to Riley." Anger pointed to the camera, reminding everyone that it was still rolling.

"Uh, yeah." An actor stammered before declaring, "Let's hear it for Riley!"

"We couldn't have done it without you!" Another praised.

"You're our hero!" Exclaimed the third.

The rest of the crew applauded and began chanting, "Riley, Riley, Riley!" Topping off the celebratory mood by hoisting the camera onto their shoulders and carrying it off as they would have if it had been the real Riley.

Anger stood there watching this, grinning smugly. He then turned his attention to Fear, who was still in defensive mode, hiding behind his plank, knees knocking, obviously expecting a second round to come at any moment.

"You can relax now Noodle-Nerves, we're done here." He said.

Fear timidly peeked around to confirm Anger's claim of safety.

"Th..they're gone? He asked, quivering.

"Gone?" Anger almost laughed, "You _decimated_ nearly half of them."

"I _what_?" Fear questioned skeptically. His eyes followed Anger's gesture to the ground and the scattered remains of zombies at their feet. He gasped and stammered, astounded. "I… _I_ did this?"

He looked to Sadness standing at his side. She nodded.

"You were very brave." She told him smiling up with a quiet admiration.

"Didn't know you had it in you Bean-Pole." Anger congratulated with a slap on the back.

Fear could only stand there stiffly with shock and confusion. He could hardly wrap his head around this. He wasn't being brave, he was only trying to keep himself and Sadness from becoming Zombie snacks. His attack hadn't been any deliberate gesture of heroics, just a desperate and instinctual reaction.

"No, no…I'm not brave." He denied. He again eyed the mangled zombies on the ground, his brain unable to process that it had been _him_ who had defeated them. "I couldn't have…" The whole event had gone by in an adrenaline fueled blur, and seeing what he had done was making him frightened and confused. His legs felt like jelly, the reality that he had used up a lot of his strength now dawning on him. Feeling light-headed, he mumbled, "I…I need to sit down…" then collapsed into Sadness's arms.

 **[To Be Continued]**

 **Remember to review folks. Only a little bit left to go!**


	17. Chapter 17

[Author's note: I'm almost done! I'm so close. Thanks to everyone who's stuck with this story for so long. Remember to leave reviews, it helps me keep going.]

* * *

He opened his eyes slowly and wondered if it had all been a dream. A good look at his surroundings proved that it had been... Only, not his.

Mind workers and dream production staff buzzed about trying to clean up after the zombie rampage and subsequent defeat that had left the soundstage in disarray. Frank, Dave and the rest of the Subconscious patrol were escorting damaged and limping zombies out in handcuffs and muzzles. The ones who no longer had any limbs left to leave under their own power with were being hauled out in wheelbarrows or swept up with large push brooms.

Off to one side he could hear Anger arguing with the director over whether or not he was responsible for helping with the clean-up since, after all, he had contributed to the mess. Snippets of chatter from passers-by mentioned how this was unanimously the most exciting dream Riley had ever had. Even topping the dream where she had played hockey against Darth Vader and had scored the winning shot that had destroyed the Death Star.

Fear sat up in the folding chair someone had been nice enough to place him in while he had been unconscious. He briefly wondered what time it was and if Riley would be waking up soon. Next to him was the Craft Services table, some of its refreshments knocked over during the previous hullabaloo. His nerves still rattled from all the action, he felt perhaps that a beverage would help to settle the nagging voice in the back of his mind telling him there may be a zombie or two that had been missed and would be laying in wait to jump out for one last attack. However, the water pitcher had been spilled and the remaining carafe of coffee only offered regular brew, and the last thing he needed right now was caffeine.

He sighed with disappointment and then felt a presence behind him. He whipped around to see Sadness standing there offering him one of two styrofoam cups filled with steaming brown liquid.

"There was decaf on the other table." She explained.

He took the cup from her with a "thanks" and relaxed again into his seat.

Now there was an awkward silence as they sipped their drinks, periodically glancing at each other. Frustrated at how unresolved things still felt between them, he let out a sigh and turned to her.

"Sadness," he started hesitantly, "Is everything...okay...between us?"

She blinked and slowly turned her head. For a moment she appeared to be thinking this over and he tensed with anticipation. She then gently took his hand and relief washed over him as she said,

"Yeah, I think so." Another pause passed before adding, "I'm sorry I didn't tell you that I forgave you sooner."

"It's okay." he hurriedly assured her. He fumbled with his thoughts a moment, gathering the courage to ask, "If you don't mind me asking, if you forgave me already, why were you so... mopey all day?"

She shook her head, staring into her coffee cup.

"There were... other things that have been bothering me. I guess when you yelled at me, everything piled up and I reacted to it all at once and I fell into a pretty bad funk after that."

He cringed, guilty that his carelessness had been the trigger to a sadness chain reaction. But then another thought came to him.

"There were other things bothering you?"

She shifted uncomfortably in her seat.

"Just a bunch of little things. I don't want to bother you with my problems."

Something about this didn't sit well with him.

"But, isn't it better to ask for help?" he asked. After all, she had been pushing him to do so all week.

Her face fell with a look of shame that showed him she realized her hypocrisy.

"I know." She admitted. "I should have. But you all were doing everything you could so that Riley could have the best Halloween possible in San Francisco and I didn't want to ruin it." She took a breath, trying to hold back tears. "It's just that, I keep thinking about how everything is different now and all of the holidays Riley's going to have will be different and she's going to miss how they were back in Minnesota. And I just know when they come around you guys won't want to be around me 'cause I'll spoil all the fun." She trailed off into a fit of sniffles.

"Oh, no, no, no." He panicked as he tried to console her. "That's just you being you. That's not bad. We'll still want you around even if you _do_ act like a party-pooper." He quickly saw this was not working as she continued to sob. He chuckled apprehensively. "Uh, no. Not what I meant…" He put down his cup and nervously took her into his arms.

She leaned into him for comfort, her tears soaking his shirt. He hesitated a moment, worrying that he'd continue to say the wrong things. But looking down on her damp face he decided there was a big difference in thinking about what was the right thing to say and saying what was in his heart.

"I don't like everything being different either. It's scary, because there's nothing we can do to stop things from changing." He paused to lift her head up so he could look her in the eyes. "But, things would be a lot harder if you weren't around to help Riley accept that things change. You understand that things can get pretty awful in life. I'm always telling the others that, but they don't get it. We don't hate you for getting weepy. At least, I don't." He sighed, "Sometimes I feel like you're the only one in Headquarters who really understands me."

She sniffled again and wiped her eyes with her sleeve.

"I feel the same way about you."

He smiled at this, warmth filling him, only for it to turn into an uncomfortable knot in his chest as he realized,

"All that time I was so focused on what Joy thought of me when I should have been taking your advice, I wasn't being a very good friend."

"Nobody's perfect." She shrugged. "And honestly, I was worried about letting Joy down too. She's been so nice to me these past few months and sometimes I feel like it's too good to be true." He felt her tighten against him. "Sometimes I worry I'll do or say something wrong or she'll just loose interest in me. Then I'll be alone again…" The thought of this caused her to resume her crying.

"That can't happen…can it?" He didn't want to think that Joy could be so heartless. But then again, he knew first-hand how Joy had treated Sadness in the past. "Well, no matter what happens, you won't be alone. You'll have me."

She retreated from his slightly.

"That's a nice thing to say." She said half-heartedly.

This reaction stung him.

"No, I really mean it. Sadness, I like having you as a friend. I don't want to lose that."

She looked to him sorrowfully.

"I don't want to lose that again either."

"Wait, _again?_ " His confusion was chased by a sinking feeling.

She shook her head, as if expecting this reaction.

"It was a long time ago. I'm not surprised you don't remember. It was when Riley was still really little and you had just arrived in Headquarters. Disgust and Anger hadn't come yet, so it was just the three of us: me, you and Joy."

He nodded, "That _was_ a long time ago."

"We didn't know why you were there yet. And Joy didn't like it that you kept trying to keep Riley away from new things. So she put you with me in the corner a lot." She smiled slightly, "We'd spend the days talking about things like, how rain was cold and slippery, how the basement was dark and scary, and why Riley should avoid the dust bunnies under the couch."

"Yeah…I think I remember that." He perked up.

She frowned again. "Do you remember that day when you stopped Riley from climbing the bookshelf?"

He nodded his head vigorously. "Oh, definitely! She nearly got crushed by all those falling books and knick-knacks and dad's big hockey trophy." The recollection sent shivers down his spine.

"You saved her from getting hurt. Joy was impressed."

"I'll say." He smiled proudly. "She started talking to me about starting a Riley Safety Protocol and started letting me drive the consol more often. It was great!" His excitement flattened once he saw Sadness's dower expression. "But, I stopped paying attention to you after that…didn't I?" he bit his lip, feeling extra guilty.

"I wasn't mad at you." She explained, "I was happy. You found your purpose. You were useful and Riley needed you…Joy needed you." She sighed silently. "And then Disgust and Anger came along, and Riley was getting older and things got busier and I wasn't as important."

"But that's not true." He protested. "You _were_ important. We were just too dumb to see it."

It hurt him so much to see she thought so lowly of herself and that their ignorance over the years had reinforced her negative self-image. Twelve years of such conditioning would be hard for anyone to simply shake off, even after attitudes had changed so dramatically. He held her tight.

"I'm so sorry. And I _swear_ I'll never let it happen again."

She looked up into his large eyes and felt his sincerity. Finally, she allowed herself to feel the hope that this time things would end positively for her.

Someone cleared his throat, catching their attention. They looked up to see a mind worker standing before them, holding something round in his hand.

"Is this yours?" He asked, as if annoyed that he had to pick up after them.

Upon closer inspection they saw he was holding out the zombie memory, only it looked different than before.

"The memory's faded." Sadness took it from the worker and gave it a good look over. She marveled at the once bright orb, now a pale lavender, hardly remarkable in any way. Fear too watched the ball, reluctant to touch it, but amazed that it looked like any other memory currently occupying the shelves of long term.

"We did it." Sadness smiled, "we got Riley over her zombie phobia." She paused, looking to Fear with a frown. "But what about tomorrow? She's still going to the haunted house and we've only managed to process one phobia."

"Don't remind me." He groaned, dropping his head into his hands. "So much for my 'great plan' to process all her fears away in less than a week. I should have known I was doomed to fail."

"So, you're giving up?" She asked. "What about the haunted house?"

"Oh, I've come up with about a dozen different excuses Riley could give her friends for not going." He said. The small amount of confidence he said it with faltered as he sighed thoughtfully, "But, that wouldn't be fair for Riley. I'd be ruining a chance for her to hang out with her friends. She worked really hard to make friends since we came to San Francisco. I guess, the thing I'm worried about the most is, what are they going to think of her if I let her get too freaked out tomorrow?"

Sadness nodded, "If they end up not liking Riley anymore for getting scared at a haunted house of all places, I guess they aren't very good friends anyway."

Hearing this, Fear reeled with embarrassment. Of course, Riley's friends wouldn't abandon her just for getting scared in a place built for the purpose of scaring people. He felt so increasingly stupid for even entertaining such a thought.

"Arrg, you're right." He admitted. "Real friends wouldn't ditch her for getting scared at a haunted house. Sure, they might tease her…maybe even give her an embarrassing nick-name that'll follow her for the rest of her life, but they won't stop being her friends…right?"

"It's hard to tell." She shrugged. "You never know how some people will react to certain emotions."

He slouched in his seat and scowled.

"See, that's the thing I don't like. And it doesn't help that most people are biased against emotions like us."

Sadness shook her head in agreement.

"There are some awful names for people like us."

"Hmph, like scaredy cat."

"Or sissy."

"Lily-liver"

"Cry-baby."

"Yellow belly. Which I don't get. I'm not yellow at all." He lifted up his shirt to prove his point.

"Wet blanket. Which I do get. I cry into my blanket a lot."

"What about chicken?" He stood from his chair, full of indignation. "Why do people associate chickens with cowardice?"

Sadness eyed him contemplatively, then said, "Well, when you have your hands on your hips like that, you _do_ kind of look like a chicken."

From the side he could see his shadow projected on the wall from the bright stage-lights, and to his dismay, Sadness was right. With his scrawny arms akimbo and his long, beak-like nose, his profile resembled a tall, thin bird. He scowled once more.

"Twelve years and nobody bothers to point that out to me?" he groused. "Still, I don't think a chicken best describes me." He perked up, remembering something more encouraging. "Although, Joy once told me I reminded her of a hummingbird."

Sadness looked his over again and shrugged.

"I guess she could think so. But I always thought you looked more like a California condor."

He recoiled with surprise. That ugly bird?

"A condor?"

"Yeah, you're both misunderstood. People think being afraid is a bad thing, but it keeps them safe. People think condors are scary and gross, but they're vital to keeping the ecosystem clean by eating rotting carcasses that other predators leave behind."

Fear thought this over. She had a valid point.

"Also," she continued. "Condors have a mighty presence."

"Mighty?" He asked with a smile. "You know, I like the sound of that."

"Like the sound of what?" Anger's gruff voice asked from behind. "Was it your plan to hide over here gabbing while I got stuck with clean up duty?"

Fear startled and spun around.

"Oh! S, sorry about that Anger. You see we…"

"I don't wanna hear your excuses." Anger interrupted. "We're done anyway." He abruptly threw aside the broom he had been holding, not caring where it landed. "You're free to continue whatever trifling conversation you were having."

"I'll have you know, Sadness was just comparing me to a mighty bird." Fear told him with self-assuredness.

Anger scoffed, "I'd hardly call a chicken, 'mighty'."

Fear's confidence deflated at this. Anger ignored his comrade's sulking and gestured for both of them to follow him.

"Come on." He ordered. "Let's get out of here before we get roped into fixing anymore problems that aren't our faults."

They wordlessly followed Anger across the mindscape, but stayed side by side as they paced a few steps behind. The trio reached a memory collection area beneath a tube similar to the one they had initially arrived by.

"Here we are." Anger said. "If we're lucky we can still grab a few hours of sleep before Riley has to get up."

He marched to the edge of a long term shelf and opened a door in the side revealing the outgoing recall tube housed inside. After the incident with Joy and Sadness being accidentally being sucked out of headquarters, these tubes had been refitted for easy access in the event another wayward emotion needed a quick route back home.

While Anger was busy turning on the suction, Fear and Sadness walked over to the bin and deposited the zombie memory on top of the pile.

"I guess you'll be going to bed when we get back?" Sadness asked.

"After everything that's happened tonight, I doubt I'd be able to fall asleep." He confessed. "Would it be okay if I finished dream duty with you?"

She smiled, "I'd like that."

"Hey! I'd like to get to bed sometime this century." Snarled Anger, holding open the valve on the pipe.

"Sorry." They said simultaneously and climbed into the tube, letting it suck them up.

Anger grumbled and followed. At the end of his ride, he landed on the floor of Headquarters roughly on his rear. He complained to himself, rubbing his rump as he got up, only to stop when he saw Fear and Sadness standing only a few steps away, staring towards the console. His eyes followed their gaze to see Joy standing in front of the console, glowing brightly and grinning at the three of them.

"Whoooho! Way to go you guys! Great job, I'm so proud of you." She cheered, hopping up and down.

"I take it this means we're not in trouble?" Sadness inferred.

"In trouble? Why would you think you'd be in trouble? What you did was amazing!"

"You…you saw? How much did you see?!" Fear asked, trembling despite Joy's assurance that they weren't in trouble.

"Everything!" She exclaimed.

"Why are you even up this early?" asked Anger.

"Well, I woke up in the middle of the night after having an _amazing_ dream about how _amazing_ Halloween was going to be that I really was too excited to go back to sleep." Joy eagerly explained. "I couldn't stop thinking about how much _fun_ Riley's going to have and all the costumes and the candy and I was just _buzzing_ with anticipation! So, I decided, since I couldn't sleep, maybe I could go down here and see if Riley was having the same kind of amazing dreams I was having. But when I came down I saw Sadness wasn't here on dream duty. So I went back up to the bedroom to ask if anyone knew where you were. But that's when I noticed Fear and Anger were gone too. So then, I woke up Disgust and asked her if she knew where you all were and she said she 'didn't know and didn't care' and then went back to sleep. Then I came back down here to see if maybe someone left a note or a clue, but then I noticed the dream that was playing had a little bald man in it that I thought sounded a lot like Anger. And I thought to myself, 'gee, that little bald man _looks_ a lot like Anger too' and _that's_ when I realized that it _was_ you Anger, but you looked like a person because of the Reality Filter. You were all so great encouraging Riley to take on those zombies. That was exactly the kind of dream Riley needed to finally get over that zombie movie."

"The dream was all Fear's idea." Sadness said suddenly, pointing at the taller emotion who flinched at the sound of his name.

He looked to her, she was smiling up at him proudly. Then he looked back at Joy gleaming at him. He blushed sheepishly, the praise felt good, but he knew he didn't deserve all of it.

"Well, I…" he stammered, "I wouldn't have thought of it if it hadn't been for Sadness." He pointed to her as she twiddled her fingers shyly.

"Oh, I didn't do all that much. I only made a few observations, really."

"Chainsaw was _my_ idea." Anger interjected.

Joy's face brightened with a widening smile and she drew the trio into a crushing group hug.

"You guys are so great!" She squealed.

Anger gruffly pulled himself free, "Yeah, yeah, we're the cat's meow. How's about you reward us by letting Riley sleep in a couple of hours? 'Till around noonish would be dandy." He ascended the ramp and disappeared into the dark of the bedroom.

This left Sadness and Fear to stand there in uncomfortable silence a moment with Joy staring at them.

"Well," Joy started, "I guess after all that excitement you guys must be totally ready for Halloween."

Fear tensed up. He could feel both Joy and Sadness looking upon him expectantly. One knowing what he needed to say, the other deserving of a confession. He took a deep breath.

"Actually, that's something I've been meaning to talk to you about."

[To Be Continued]


	18. Chapter 18

**[Author's note: Sorry this chapter took so long everyone. I recently got a promotion at my job and had to take a lot of time to train for my new position and get acclimated to a new location as well. But things have started to settle out and I found time to finally get back to working on this. Looks like it'll be finishing up by the time Halloween comes rolling around again. Anyway, thanks to those who have been sticking with me for so long. We're almost done now. Remember to leave comments. Thanks.]**

* * *

Riley watched excitedly through the car window as her dad drove her to her destination. She was bubbling with anticipation of all the wonderful events to come: being with her friends, experiencing something new, and all the candy!

A large, dark building appeared on the horizon, surrounded by spotlights.

"There it is!" she shouted, pointing over her father's shoulder.

"I see it Riley." Dad confirmed. He was relieved that he was only dropping her off rather than waiting for parking. Before them was a huge line of cars waiting to be let into an overpacked parking lot across the street from the fenced off entrance to the attraction. He spotted a family cross the street, followed by a large group of teenagers. "This place looks pretty crowded. Do you know where you're meeting your friends?"

"Amy said she'd be waiting at the front gate for us while her mom buys our tickets." Riley explained. Dad nodded his head, satisfied.

"And you have the money to pay her back for your ticket?"

"Yeah, dad." The impatience was building in her voice.

"Okay. Call us when you get to Joanie's later and I'll be there to pick you up at ten."

He had barely put the car into park when she pulled open the door and jumped out.

"Got it Dad, bye!" she shouted as she slammed the door and took off running.

He rolled down the window and called after her,

"Have fun, Monkey!"

She waved without turning around and ran along the edge of the chain-link fence that bordered the area until it ended and opened up into a wide grassy field filled with crowds of people in costume milling about. Some stood in a long line before the tiny ticket booth while others read ply-wood mounted posters chronicling the histories of the Haunted House's company and the warehouse wherein it was currently residing. Riley began searching for her friends, passing people taking photos at Head-in-the-hole cut outs of classic monsters and a row of vendors where people were buying snacks and gift shop items. She finally spotted them waving to her and calling her name from next to a big red sign welcoming guests to "The Fright of Their Lives".

Sam and Alexis approached her first: Sam wearing a Merida costume and Alexis dressed like a cowgirl.

"Hey guys. Cool costumes." Riley complemented.

"Thanks." Said Sam, scratching beneath her long, curly, red wig. "You look pretty cool too…Who are you supposed to be?"

"Han Solo." She replied, frowning. It was bad enough her parents had questioned this costume choice.

They let out a simultaneous "oh" as they now recognized the dark vest, black boots and plastic blaster she was wearing.

"Hey, you have to see what Joanie is wearing." Sam changed the topic.

They led her to the rest of the group, were Madison greeted her wearing a Chicago Bulls cheerleader outfit. Joanie was in an elaborate antebellum dress with pale makeup that made her look like one of the animatronic ghosts from the Haunted Mansion ride at Disneyland. She was about to tell her friend how impressive she looked when she spotted Amy partially concealing herself behind the welcome sign, a look of embarrassment on her face. She could see the girl was wearing a plain witches costume; the stereotypical long black cloak and pointy hat.

"Amy? _This_ is your super scary costume?" Riley asked, remembering how her friend had been boasting about her costume all week.

Amy stepped out into the open looking deeply disappointed. She then threw back her head with a groan of frustration.

"I had the _coolest_ costume picked out for tonight, but when my mom saw it, she freaked out and said it was 'inappropriate' and if I didn't go back to the store and exchange it for something else she'd wouldn't let me come." She gestured to her outfit. " _This_ was the only costume the store had left in my size."

"What costume did your mom make you return?" Riley asked.

"A Little Red Werewolf Hunter costume. It was so awesome; it even came with a severed wolf's head!"

\/

"Wasn't that the same crazy costume we saw in the Buy-N-Save?" Disgust asked, recalling the memory. Indeed it was the same gory, over-the-top costume Riley had thankfully decided not to go with.

"I told you it was too intense." Joy reminded everyone.

"But Amy really wanted to wear that costume and she couldn't. She must feel so disappointed." Sadness sighed, pushing a lever.

"But, we can let her know how great it is that she didn't have to miss out." Joy added, turning a knob beside her.

/\

"Oh, that's too bad." Riley sympathized, then continued more jovially, "But, at least you got to come."

Amy conceded with a shrug. "Yeah, I guess I'd rather be here wearing this than be grounded. I mean, it's pretty lame compared to what Joanie's wearing, but the rest of you guys have normal costumes on. You make a good Laura Croft, by the way."

\/

"Laura Croft?!" Anger shouted, outraged. "We're Han-Frickin-Solo!"

"Anger calm down." Joy warned. She hopefully suggested, "Maybe she's never seen Star Wars."

"Oh, she's seen Star Wars." Disgust stated, "It's like, un-American not to."

/\

"Yeah, I'm Laura Croft with a laser blaster." Riley's words were steeped in sarcasm. Amy didn't seem to pick up on it. Instead she was lifting her head to get a better look at a figure running towards them. His yelling of their names muffled by the hockey mask he was wearing.

"Is that Jordan?" Sam asked, pointing while holding back a laugh. "What is he wearing?"

Riley looked at the boy stumbling clumsily, trying to navigate the crowd in bulky hockey pads. Jordan's gear was disheveled and mismatched. His shin pads on over his socks, missing a set of leg blockers, the shoulder pads were poking out from under his wrong-sized jersey, and his goalie mask looked more Friday the 13th than NFL. When he reached the girls he flipped up his mask to catch his breath.

"Hey… guys," he gasped, "Sorry I'm late…didn't expect so much traffic."

"Don't worry about it," Shrugged Amy. "My mom's not even back with our tickets yet."

"Oh, okay…" he said, then paused awkwardly, unsure of what else to say. "Uh, I like your costume."

"Thanks." Amy smiled, looking a bit uplifted that what she was wearing didn't matter as much as she had worried.

Jordan turned to Riley, "Yours is nice too, Riley. Laura Croft, right?"

Riley's frown returned, deeper this time.

"I'm Han Solo." She corrected, trying to hide a growl emerging from her voice.

\/

"Another one that doesn't get it!" Anger fumed. "Do we need to wear a name tag?!"

"Nobody knows who we are." Mourned Sadness. "We picked a bad costume."

"Hey, this is a great costume." Joy defended. "Who cares if other people don't recognize it. I say we look fantastic."

"You know if Riley was a _boy_ , nobody would be having this problem. It's simple discrimination." Anger snarled under his breath.

/\

"Oh, Han Solo." Jordan repeated with the same dawning revelation as Sam and Alexis. Then he smiled. "Hey, that's really cool."

"It is?" Riley perked up, forgetting her annoyance.

"Yeah, Han Solo rocks. And, you know, it's cool you didn't care that it was a boy's costume. You just wore what you wanted to. The true spirit of Halloween, am I right?"

Riley smiled, as did Joy who pressed buttons as Disgust nudged her and said, "He may not know proper hockey fashion, but at least he knows the right things to say."

Amy's mom finally showed up, tickets in hand. She apologized about how the line took forever and acknowledged the presence of all the kids as she handed them their tickets and took the money they each had agreed to contribute.

"Are you sure you don't want me to go through with you?" She asked Amy as the group got in line for the hayride that would take them from the ticket area to the actual attraction about a mile away.

"Ugh, no mom." Amy rolled her eyes. "Just wait for us, okay."

They boarded the wagon and watched Amy's mom as she waved at them as the ride disembarked. Amy covered her face in embarrassment.

The wagon rolled along a dusty path, the building in the distance growing closer.

"Oh boy, here we go." Joy squealed, bouncing on her heels. She skipped over to the couch where Fear was sitting, his attention buried in a mind manual.

He had been distracting himself all day; reviewing files, cataloging memories, organizing his sock drawer, anything to take his mind off the agonizing wait leading up to this moment. She pulled the binder from his hands and got so close to his face their noses touched.

"It's time!" she sang.

"Gah! It's time?!" he cried out in shock with a flinch.

"Yep. Are you ready?"

He kneaded his hands nervously. He took a breath, firmed his stance and knitted his brow.

"Yes. I'm ready." His voice cracked a little and he took another breath, clearly needing to psych himself up. "I'm confident. I'm pumped. I'm…" he faded off as he caught sight of the view screen. The hayride had reached its destination and came to a stop in the shadow of the haunted house.

It was huge. At least three times bigger than he had anticipated. A giant, ominous square looming over the otherwise empty field. A few windows were alight, but revealed nothing of what potential horrors were contained within. Varied screams coming from inside pierced through the air. The whole menacing atmosphere was punctuated by a flash of artificial lighting and thunder.

"I'm going to have an aneurism." He quivered meekly and ducked beneath the console to huddle in a fetal position.

Joy knelt down next to him. "Hey, we talked about this." She said sweetly. "Everything's going to be fine. I'm going to be with you every step of the way." She helped him to his feet, then took his face in her hands. "Riley can't do this without you."

He looked into her bright blue eyes that telegraphed how she meant every word she said. He looked to the side where Sadness gave him an encouraging smile. Anger glowered expectantly, a visual threat to not chicken out. Disgust only granted him a brief glance before returning to preening herself. The presence of his coworkers reminded him he really wouldn't be guiding Riley alone and it bolstered his confidence.

"Okay." He said, steadying himself. "Let's do this.

* * *

The group left the hayride and joined the long line of people waiting to be let into the haunted house. Spooky music played over hidden speakers and floating staff wandered around to keep guests entertained with knife juggling, fire-breathing, or other demonstrations of things that were weird or gross, like one woman showing off her pet boa constructor, or a man whose face was 75% covered in piercings, including his tongue.

"I hope he takes that out when he's eating." Fear murmured as Disgust gagged behind him.

"Enough with the freak show. How much longer until we reach the main attraction?" Anger grumbled.

"Relax, we're almost there." Joy pointed to how much closer Riley was now to the front of the line.

Fear tensed; only a few meters more until they were thrown headlong into horror.

Soon a group of people were let in ahead of Riley and her friends and it appeared they were to be let in next.

Joy threw her arms unto the air. "Yay! We're next!" She celebrated.

Fear gulped. "Uh, yeah…yay…" he repeated apprehensively.

She sensed his trepidation and stepped in close to him. "We can do this." She encouraged. She took his hand. "See, I'll be here holding your hand the whole time."

He looked to her hand around his, then to her smiling, optimistic face. He wrapped his fingers around hers with a nod.

"And if you get so scared you feel like crying, I'll be here too." Sadness took to his other side.

Their declaration of support helped settle his nerves a bit, but this was short lived as an attendant signaled to Riley and her friends that they were now allowed to enter.

"Here we go." Joy eagerly shivered. Fear shivered too, but he wasn't anywhere near as eager.

The attendant lifted back a black curtain and the group passed the threshold into a long, dark hallway. They wandered forward until it turned them out into what appeared to be an abandoned funeral home.

Keeping on the designated path, they observed cobwebbed furniture, dead, withered floral arrangements, and a showroom lined with various urns and caskets.

"See, this isn't so bad." Joy said to Fear as he trembled beside her.

He remained silent; knowing that this moment of stillness was only there to create an unsettling atmosphere. The house was lulling them into a false sense of security before leading them into the perfect moment to unleash its true purpose: to terrify.

As if to prove his thinking true, an open casket suddenly slammed shut with a loud bang. Fear's hand pounded the console and Riley startled with a shriek. A ghastly mortician was standing behind it, leering at the children.

"You shouldn't be here." He scolded in a slow, creepy voice. "This place is home to restless souls." He steadily approached them. Long, scraggily, grey hair swaying with each uneven step.

"Oh…oh no he's coming towards us." Fear stammered, signaling Riley to backpedal away. Her friends did the same.

A poor choice; as behind them a woman in black, her face obscured by a thick veil, leapt out at them with a frightening wail. They all screamed as she chased them into the next room. She did not follow them, opting to return to her starting place for the next batch of victims.

Riley and her friends huddled together, continuing forward into a dark morgue. There was an ominous creaking as an overhead light-bulb flickered sporadically. A body bag on a slab twitched, then spasmed violently. Body storage drawers slid open and closed, some with corpses along for the ride.

"It's not real…it's not real…" Fear repeated to himself, one hand slowly pushing a lever, his other squeezing Joy's tightly.

"Oh wow. These are great special effects!" She gushed, pressing a few buttons with her free hand and ignoring Fear's crushing grasp on the other.

"Let's get out of here." He whined.

Riley continued her way through the area, winding past a row of cremation chambers tended to by a janitor. Some were open, displaying flickering embers or hellish blazes. A knocking came from a closed one nearest the group, followed by screams to be let out. The janitor told the girls to "just ignore the noise" and to "be on their way." Riley shuttered and moved onward.

The next area opened up to a graveyard full of crumbling tombstones and decaying mausoleums, filthy with age and neglect. Fear's eyes darted over everything, watching for whatever spook or monster was hiding in wait for them.

A gravedigger popped out from behind a gnarled tree and brandished his rusty shovel at the group. He yelled about them trespassing and began to give chase. They screamed, fleeing as he pursued.

"Isn't this exciting?" Joy asked.

"We're gonna die! We're gonna die!" Fear pounded buttons, ignoring her question in his total panic.

Another group entered the area. The gravedigger spotted them and abandoned Riley and her friends to run headlong at the newcomers, yelling angry gibberish and scattering them in all directions.

Riley was able to take the moment to stop and catch her breath, her heart hammering in her chest.

Fear stood there, trembling and whimpering. His mind reeling with the worry, if it was this bad already, how much worse was it going to get?

Because of his influence Riley lingered long enough for her friends to call,

"Hey Riley, come on." Sam gestured for her to join the rest of them in the next area.

Anxious that he was letting their girl look too scared, he urged her quickly forward.

"I'm coming." She called after them, hurrying to catch up.

Fear pulled his bowtie nervously. He hoped they weren't judging her. He could see them giggling right now, but were they laughing at her?

He had hardly begun to obsess over this new worry when someone in a swamp monster costume reached out of a nearby pit and tried to grab at the nearest person. He cried out and pulled levers frantically, causing Riley to leap out of range. She and her friends scrambled to a safe distance where she saw them start giggling again.

"My heart is beating so fast right now you guys." Madison laughed.

"I know; that guy came out of nowhere." Gasped Sam.

Fear gawked; they were laughing about being scared? As he tried to wrap his mind around this concept he realized that Riley was giggling too. Joy was leaning into the console, tittering giddily.

"Woo, that was a close call." She smiled at him with excitement. "Nice reflexes there." She gave him a gentle nudge and it was oddly reassuring. He found himself chuckling along with her. While he wanted Riley to stay on guard, it was nice to have her celebrate these little victories too.

"Yeah," he agreed, then returned his focus to the screen. "But we're not out of here yet. We need to remain vigilant."

The experience continued on: a forest full of animated trees, werewolves and bed-sheet ghosts with L.E.D. eyes dropping from the ceiling. Next, through an unsanitary looking hospital with demonic doctors and nurses with sharp scalpels and oversized needles, tending to mangled patients shambling towards guests with diseased sores and pustules. Now, they made their way through a creepy, backwater cabin filled with degenerate, hillbilly stereotypes, some chasing them with meat cleavers and telling them they looked "tasty", while others gathered around a human form roasting on a spit over an open fire.

Fear squeezed Joy's hand, holding in a scream while steering Riley away from a man in a dirty apron and pig mask who had leaped out waving around tongs and a spatula, insisting that they "kiss the cook."

"You're doing great." Joy insisted as he trying not to hyperventilate.

Riley pushed her way through an old barn filled with butchered carcasses that hung from the rafters by ropes. The ominous sound of banjo playing from the previous section still hanging in the air.

"This part seems nice and quiet." Joy smiled, trying to ease Fear's nerves as she felt him tense up.

"It's too quiet." He hissed, eyeing the spaces between hanging body bags and foam rubber slabs of beef for anyone hiding among them.

At the end of the barn there were barrels labeled 'moonshine', some stacked along the wall and three along the edge of the path. One barrel was closer than the other two and it sent a tingle of suspicion down Fear's spine.

"Wait." He said. Riley stopped. "Something's off about that barrel." He narrowed his eyes, scrutinizing it. "It's just big enough for a person to hide in and the path makes us go right past it." His eyes widened with certainty. "It's a trap."

"Are you sure?" Joy raised an eyebrow. "It looks like a harmless barrel to me."

"Positive." He declared with all seriousness. "There's defiantly something in there that's going to jump out at us when we pass it."

The others took his words into consideration.

"Well that's a rotten trick." Anger scowled, "Let some other shmuck take that bait."

Riley hung back to the rear of her group. She observed as Amy passed the barrel, and just as she had feared, the top popped open and a soggy fellow with bad teeth shouted at them and started flailing the air with a broken bottle.

"I knew it!" Fear exclaimed, slamming the console's buttons. The other emotions congratulated him.

"Ooh, good call." Joy grinned.

Fear felt a surge of confidence run through him; a wave that he rode through the next section of the haunted house. He was able to spot the actors' hiding spots and anticipate their jump scares. It was just like predicting the well worn tropes he had seen before in nightmares. He was able to judge from the large and plentiful spider webs adorning the hall that there would be spiders to be on the lookout for and he had Riley prepared for large rubber ones that dropped from the ceiling.

"I think I'm finally getting the hang of this." He said, smiling.

"See," She smiled back. "I told you Riley would have fun."

"We will NOT have fun if Riley gets these gross things in her hair." Disgust flinched, urging their girl forward and out of the spider's lair.

Riley saw the beginning of the next section and Fear paused and gasped and trembled at the sight of it.

"Maybe I spoke too soon." He whimpered.

Out of tune calliope music floated through the air as a carnival barker stood outside the striped tent shouting,

"Come one, come all to the Psycho Circus!"

Joy gave Fear's hand a squeeze and tried to be reassuring.

"This part will be easy." She told him. "Circus's are fun, not scary."

"Are you kidding me?!" he exclaimed. "That's exactly what they want you to think. This is the last section, Joy. These places always save the scariest stuff for last!" He stared ahead at the insidious entryway, eyes glossy and dilated. "You know what's waiting for us in there." He sputtered. "Clowns. The scariest clowns this place's twisted minds could possibly imagine."

He let go of Joy's hand and clutched his chest, hyperventilating. Any sign of his previously found confidence draining completely out of him.

Joy hesitated, watching Fear grip his levers on the console. He held Riley back, wanting to protect her from whatever horrors were lurking behind that tent flap.

"But, Riley's been having a great time." She insisted. She placed a hand on his shoulder. "And you've been doing a great job." She turned his head, his eyes meeting hers, bright and hopeful. "We got her this far and I know together we can get her though this place safe and happy." She held out her hand. "What do you say?"

He looked to her offered hand. She hadn't left his side yet, nor had she shoved him aside and take over. He swallowed hard and forced himself to nod, taking her hand once again.

"I say, let's get this over with quickly, okay?" He meekly requested.

Riley took a deep breath and followed her friends forward. As they progressed, circus freaks were stationed around them performing frightening feats. A contortionist unfolded herself from a too small box and bent in unsettling ways. A man covered in tattoos was suspended above the ground by hooks embedded in his back. A knife thrower barely avoided impaling his lovely assistant before asking the girls if any of them wanted to be his next target.

The next hallway was lined with dark cages with labels like 'Lions', 'Tigers' and 'Bears' and hands gloved in animal paws with claws reached out from between the bars at the group. A larger cage, labeled 'Oh My' suddenly opened and an actor in a gorilla suit came charging out at them. They ran, screaming until the 'gorilla' gave up the chase and returned to its cage.

The scares were coming fast and plentiful and Fear was doing his best to keep up. His senses hyperaware of Riley's surroundings, keeping her on her toes through each ordeal.

Then, the sound he had been dreading the most came chuckling down the next hallway. The sound multiplied; some high pitched and psychotic, others deep and sinister: The laughter of many clowns.

Fear swallowed hard and grit his teeth, it was something straight out of one of Riley's worst nightmares. And her friends were already ahead of her, going down the black-lit pathway filled with swirling spirals and loose balloons.

"What do we do? What do we do?" He fretted. There was no other way out but forward and Riley was falling behind.

"Maybe it won't be so bad." Joy suggested. "We'll just take it one clown at a time."

He noticed her eyes were as wide as his. Her hand was trembling as much as his own. If Joy was scared, how could Riley possibly get through this?

Riley tried moving forward to follow her friends as they vanished behind the corner, only to notice Jordan too was lingering.

He was pale, shaking and wide-eyed.

"What's he doing?" Disgust asked.

"Oh dear, it looks like he's scared too." Sadness frowned with pity.

"So? We can't do anything about that." Anger grumped, "I'm tired of this Jump-Scare-apaloza. Let's get Riley out of here already."

Fear saw Jordan paralyzed by his own fear, a look he was far too familiar with. His doubt slowly faded as a new conviction settled in.

"We can't leave him here." He declared to the other emotions' surprise.

There was a pause as they all looked amongst each other. Sadness smiled, something small but hopeful. Joy smiled too, her previous apprehensions gone. Disgust and Anger looked to one another and shrugged, then turned to Joy and nodded in agreement.

"Hey, you okay?" Riley asked calmly.

Jordan took a moment to notice her standing there, then shook his head, only able to squeak.

She offered him her hand.

"You wanna run through this last part really fast?" She suggested.

He hesitated, gave her his hand and nodded.

"Yeah, sure." He agreed, a tremble still in his throat.

She looked ahead to the menacing path before them. Feeling more determined than scared she told him,

"On the count of three, we run." She ordered. "One, two, three!"

They broke out into a run and dashed down the hall and into a large maze of mirrors. The clowns, their white faces aglow in the blacklight like specters, came dancing and tumbling out of there hiding spots. She squealed frightfully and as fast as her legs could carry her. Jordan did the same, trying to keep pace with her.

They navigated the maze hastily, jumping and wincing each time a clown popped out from behind a false mirror or blind corner. They were assaulted by honking horns, squirting flowers and sinister smiles, the strobing lights only adding to the horror.

They got to the end of the maze and spotted the rest of their group already heading for the striped curtain that meant freedom and safety.

"We're almost out!" Shouted Joy, "We're going to make it!"

They blew through the curtain and into an empty lot outside.

Riley was relieved to see the circus themed surroundings replaced with open air and starry sky. No ghouls, no clowns, only a large sign thanking guests for coming and a smaller one pointing towards the hayride that would take them back to the main area.

The event was over, the haunted house had been conquered, Riley's heart leapt with excitement.

"We did it!" Joy celebrated, jumping into the air. "I knew we could do it!" She threw her hands in the air and gave Fear a big hug.

He was stunned and all too thankful the ordeal was over. He took a few more steps back from the console, taking in the satisfaction that Riley had gotten through without dying or embarrassing herself. He felt warm with accomplishment and simply overcome with comfort that Riley was no longer in harms way. To his surprise he laughed.

Riley rejoined the rest of her friends who had stopped to catch their breath. They were all laughing and now Riley was joining them. Fear understood now the appeal of the Haunted House. The fun wasn't in being scared, it was in going through all that and _surviving_.

"We really did it." He chuckled, wiping sweat from his brow. "Whew, am I glad that's over with." He pumped his fist. "We showed that haunted House who was boss!" He turned back to Joy and grabbed her. With pleading eyes he asked, "Please, tell me we _never_ have to do that again!"

 **[To Be Continued]**


	19. Chapter 19

[Author's notes: Thanks for sticking with me everyone. The story is almost done, and just in time for Halloween. Has it really been two years since I started working on this from a one-shot? Yikes. Please continue to review. Thanks.]

* * *

Joanie hadn't been kidding when she said that her parents went all out for Halloween. Her home was decorated just as elaborately as the Haunted house had been: Fake spider webs in every corner, fake witches on broomsticks hanging from the ceiling, plush black cats staring out the windows and spooky music playing over the stereo system. The refreshment table was adorned with a buffet of crafty treats like cake-pop eyeballs, candy-filled coffins and a pink jell-o mold shaped like a wiggly brain. An apple bobbing station was being used in one corner, while the guests on the other side of the room were playing a round of 'who can wrap their friend into a toilet paper mummy the fastest'. Next to them some younger children giggled as they tried guiding a blindfolded friend where to pin the skull to the skeleton.

Riley took it all in with excited gusto. The atmosphere, the games, the snacks, it all astonished her.

"Now this is _way_ better than some boring trick-or-treating." Said Disgust as Joy oohed and ahhed over everything.

In no time at all Riley was playing games with her friends, winning prizes, dancing to the "Monster Mash" and eating treats to her heart's content.

She sat now with her friends, munching a candy apple and talking. Out of the corner of her eye she spotted two girls approaching them, one dressed like the Avenger's Black Widow the other as an Egyptian queen.

"Is that Denver and Tamika?" Fear asked anxiously, "Why are they coming over here? What if they talk to us?"

"Quick, make sure Riley doesn't have food in her teeth!" Disgust ordered.

Riley rubbed her teeth vigorously and as discreetly as possible as Denver and Tamika, the two most popular girls in their grade, came up to where they were sitting.

"Hey Joanie, cool party."

"Oh, they only want to talk to Joanie. They're not interested in Riley." Sadness sighed with disappointment.

"Thanks, glad you could come." Joanie told them. "Too bad you couldn't make it to the haunted house though."

"I wanted to go, but my mom made me take my little brother trick-or-treating." Said Denver.

"And I went with her for emotional support." Added Tamika.

"Well, you guys missed the scariest experience ever." Sam insisted. "I swear I almost had a heart attack."

"I didn't think it was that scary." Amy boasted.

"You are such a liar." Protested Alexis, "You screamed louder than any of us."

"Sounds like we missed something cool." Tamika shrugged.

"Yeah, it was so awesome." Madison grinned.

"I didn't think it was awesome." Jordan murmured. The others gave him a confused look.

"You didn't?" Joanie asked.

He hesitated for a beat before he explained. "I've never been so scared in my life. I was freaking out in there. I'd probably still be in that place hiding in a corner if Riley hadn't helped me through that last part." He sheepishly turned to Riley. "Uh, thanks for that, by the way."

"No problem." She answered, a little surprised that that her actions were being seen as heroic. She felt a bit of pride for having been helpful.

"You really needed her help to get through the haunted house?" Tamika snorted in a half laugh.

He hung his head shamefully "Clowns sorta' creep me out, okay?"

Fear gasped silently. Jordan was afraid of clowns too? He had assumed Jordan's freeze up was the result of being overwhelmed by too many scary things all at once.

"Riley should tell Jordan that she's afraid of clowns too." Sadness suggested.

"And why should she do that?" Disgust snapped, stalking over to the blue emotion with a glare.

"Well, he did just tell everyone else he was afraid of them." Sadness fidgeted with her glasses. "He may be feeling embarrassed. Knowing he's not alone could help him feel better about it."

Disgust rolled her eyes. "Uhuh, that's nice, but then all of our friends and the most popular girls in school will know it too! It'll be all over school before we know it."

"Come on, this isn't something they'd gossip about." Joy defended.

Disgust shook her head, less than convinced. She marched over to Fear.

"Back me up here." She demanded. "You know how many way this could go wrong."

He looked to her, wringing his hands. Of course he knew the risks that would come with Riley revealing her clown phobia to the world. All the teasing, the ridicule, the potential for social abandonment. It was everything he was dreading.

But then he saw Jordan on the screen. The boy had opened himself to the same risks. Fear knew it would be horrible if Riley was the one facing them alone.

The same conviction that had driven Riley to not abandon Jordan in the haunted house returned to Fear now. He stepped back from the console and looked over Disgust's head at Sadness.

"Actually, I agree with Sadness on this one." He said with what little confidence he could muster under the green emotion's glare.

Disgust tried to protest, but before she could form a coherent complaint Sadness and Joy had swooped in over the console.

Riley leaned across the table toward Jordan and said,

"Yeah, clowns creep me out too."

Jordan lifted his head, both surprised and smiling.

"Those clowns were kinda freaky." agreed Alexis.

"It was the spiders that freaked me out." said Madison. "I hate spiders."

Tamika shuttered, "Ug, I hate spiders too. Now I'm glad I didn't go."

"Then be glad you weren't chased by those cannibal hillbillies, either." Sam chimed in. "They were really gross."

"I'm just glad they weren't zombies." said Joanie. "I can't stand the idea of something dead chasing me."

"Zombies are so overdone these days." scoffed Denver. "I feel like there are zombies in everything."

"I think zombies are cool." Said Madison "There was a zombie movie marathon on last weekend. I wanted to watch the whole 48 hours, but my parents made me stop after _Run from the Walking Dead_."

Riley picked her head up, "Oh, I saw that movie last week too."

Fear stared horrified at the zombie memory that had just dropped itself into the projector.

"Gah! The zombie memory's back!"

"What is that thing doing back here?" Disgust asked, annoyed.

"It wasn't me this time!" Anger insisted.

"Madison mentioning the movie must have triggered it to come on its own." Sadness hypothesized.

"Sent it back, quick!" Fear yelled. The last thing they needed now was for it to get reinforced again, especially after all they had gone through.

"You did?" Madison asked, grinning. "Wasn't it hilarious how terrible it was? I've never seen such bad acting in my whole life."

Joy chuckled, pressing some buttons. "Yeah, those actors were pretty far from Oscar quality, if you ask me."

Riley laughed, "I know, they were so bad."

"And the cheap special effects?" Madison snickered.

"You could see the hoses the fake blood was spurting out of!" Riley rolled her eyes, smiling.

Joy smacked her hand on the console, unable to contain her laugher. "And it looked like tomato juice!"

"Heh, yeah, it was tomato juice, wasn't it?" Fear chuckled slightly. Now that he was looking at it again, the memory of the movie didn't seem quite as horrifying. At least until a zombie jumped right at the camera from out of nowhere.

"The jump scares still got me though." Riley admitted.

"Me too," Madison agreed. "I guess even the badly made movies can seem scary when you alone in the dark."

"My dad was watching with me." Riley said, then she laughed, "At one part he jumped so much he almost dropped the popcorn."

"Ha! That was the best part of the night." Joy giggled.

"That was my favorite part too, because after that he held onto Riley and kept her close and safe for the rest of the movie." Fear sighed warmly.

"Oh, yeah…" Joy remembered, trailing off. She wandered up to the projector and traced her finger over the surface of the memory, rewinding it back to that moment.

The image played of Riley being surprised by a zombie popping into frame scaring her and dad. Dad fumbled with the popcorn bowl, then wrapped his arms around the shaking Riley, telling her, "it's okay, it's only a movie."

The purple tint of the orb began to fade, replaced by a sunny yellow.

Everyone stared.

Joy was bewildered with surprise: She could change memories too?

She noticed Fear gazing at the memory over her shoulder, his mouth agape, eyed agog. She turned to him with a gasp.

"Fear! I'm so sorry! I didn't know I could do that. I was just touching it and thinking about how happy dad made Riley and it just happened! I didn't mean to…I'm so sorry!"

He stared blankly at her apologetic face. Then he smiled wider than she had ever seen him smile before.

"Sorry? Joy, this is wonderful!" He took her into his arms in a great big hug. "I thought Riley would have to be afraid forever! Now she doesn't have to be."

Joy still looked befuddled. She gazed at the memory and started swiping over it to see how deep the changes went. A few stripes of purple passed over whenever something scary popped up on the TV, but that was it. The scary images that had dominated the focus of the memory had now moved to the background and the bonding moments between Riley and her dad took center stage.

"So, you're not mad that I changed it?" She asked.

"Not at all." He answered. "I like it better this way."

She smiled at him, relieved. Then she gasped suddenly, gripped his shoulder and turned to him with eyes wide with revelation.

"Fear, I think I just figured out what happened to your hobo."

"The hobo memory we couldn't find before?" It had taken him a second to remember what she was referring to.

She ran to the console and tapped on its keys. "Yes, I don't think Riley forgot it. Not entirely anyway."

A memory dropped into the projector. Fear stared at its golden glow quite confused.

"The Apple Cider memory?"

"What does apple cider have to do with almost getting kidnapped by a hobo?" Anger asked, equally dumbfounded.

"You'll see." She stated, removing it from the projector and drawing her finger over its surface, rewinding it to its earlier moments. As she continued to swipe, the memory grew darker until it changed to a dull, purple hue.

"Wait, the Apple Cider memory starts off scary?" Disgust raised a brow in disbelief.

Joy placed the orb back into the beam of light and let it play out in full.

Riley lifted her head as a thought came to her.

"You know, some of my favorite Halloweens moments were ones with my dad. Usually, he'd be the one to take me trick-or-treating. There was this one year he had to work late though, so my mom had to take me and when we got home somebody jumped out at us wearing a hobo costume."

The image played out as Riley described it; a ragged man in a rubber hobo mask leapt out at Riley and mom when they entered the kitchen. He shouted "Happy Halloween!" And the little Riley in the memory screamed and ran from him and he gave chase around the kitchen table.

"I was so scared, but then I saw him take off his mask…"

The hobo pulled off his mask, dipping his head under the table where the young Riley was hiding, to let her see the face of a very apologetic Mr. Andersen.

"Riley, it's me. I'm sorry sweetie, I didn't mean to scare you." He explained, hurried and sorrowfully. "Don't be afraid, it's only me."

"…It was only my dad. I guess he thought it would be funny, but he stopped as soon as he saw I was scared."

In the image, Riley's dad scooped her into his arms, hugging and apologizing. He then placed her down in her chair and he brought over two steaming mugs of cider. The image was now the soft, warm yellow the emotions all recognized.

Fear felt Joy's hand on his shoulder and he looked at her appreciatively.

"Wow, I would have punched my dad if he tried anything like that." Sam quipped.

"Well, he made it up to me by making hot apple cider. And he let me have some extra pieces of my Halloween candy." Riley concluded. She lowered her head with a sigh. "I was really worried about how different Halloween was going to be since we moved."

"Yeah, me too." Madison said.

"But you guys had a good time tonight, right?" Asked Joanie. She and the others looked expectantly at them for their answers.

"Oh, absolutely." Madison nodded enthusiastically.

"I had fun too." Riley agreed with a smile. "I'm glad you invited me to this and I got to try something new. Maybe this can be a new Halloween tradition for me."

"Not me," Jordan shuttered. "Unless next year we do something else instead of a haunted house."

"What about a scary movie?" Amy suggested.

"What about bowling?" Jordan shyly offered.

"Bowling?" Disgust said it in Riley's mind just as Denver said it in real life. Both with the same dismissive tone.

"Only if it's _spooky_ bowling." Said Alexis.

"Yeah, like with skulls for the balls." Tamika imagined.

"And pins that scream when you knock them down." Added Sam.

Fear jumped up, "Ooh! I got one!" He rushed over to the idea bulb bin and grabbed one, then showed it to Joy.

She grinned, "Perfect!" before placing her hand over his and the both of them sticking it into the console.

"And bats that fly out of the ball return." Riley joked with a giggle.

The other girls laughed too.

Joy turned to Fear, smiling proudly.

"Eh, this scary is kinda fun." He admitted.

Riley and her friends continued, each tossing out ideas for the spookiest bowling experience ever, laughing and enjoying themselves long into that Autumn night.

[To be concluded]


	20. Chapter 20

[Author's note: Well here we are, the last chapter. Thank you all so much for your feedback.]

* * *

The evening ended wonderfully; Riley left the party with fond farewells to her friends and a big bag full of candy and other goodies. Her father arrived to take her home and she gave him a big hug before getting in the car and recapping her entire night to him.

By the time she got home, the excitement from everything that had happened and the inevitable sugar crash caught up with her, and Riley fell asleep moments after hitting the pillow.

"Congratulations guys." Joy grinned at the other emotions as the lights turned out and the memories rolled out to long-term. "We've successfully guided Riley through a great first Halloween in San Francisco!"

"Now all we have to worry about is her first Thanksgiving in San Francisco…And her first Christmas…and New Years…Valentines Day…Groundhog day…" Sadness droned dawdling up the ramp to the bedrooms.

Headquarters was quiet, or it should have been. Despite his Halloween anxieties being put to rest, Fear couldn't escape the usual night terrors that plagued him in his sleep. And it seemed after several nights of insomnia they were making up for lost time.

The purple emotion tossed and turned and whimpered and called out. And no matter what he did Anger could not tune it out. After his pillow failed to block the noise, the red emotion tossed it on the floor.

"That's it!" he snarled, climbing out of bed. "You'd think all that screaming at the haunted house would be enough for one night." He stomped over to his dresser and began rummaging through it.

"What are you doing?" Disgust asked sleepily, peeking at him from under her night mask.

"Looking for a silencer." He said, pulling out a balled up sock from the drawer. "This should do it."

He stalked over to Fear's bedside. The taller emotion was softly whining, sporadically opening his mouth to gasp for air and let out short scream. Anger took this opportunity to plug his sock into Fear's mouth. The sound was instantly muffled.

"You're welcome" He half-bowed to Disgust. She only rolled her eyes and laid her head back onto her pillow.

Anger started back to his bed, content with his work. But behind him Fear was still in the throws of his night terrors and the sock in his mouth was only sucked into his throat when he inhaled for another scream.

Jolted awake and upright by the sudden lack of air, Fear instinctively performed the Heimlich maneuver on himself. The balled-up sock was expelled like a cork from a Champaign bottle, and smacked Anger in the back of the head with a wet splat.

"Where you trying to kill me?!" Fear shouted as he gasped for breath.

Anger peeled the saliva soaked sock off the back of his head.

"If it got you to shut up." He snarled.

Fear crossed his arms with a huff. "I'm appalled at your lack of concern as to whether or not I choke to death."

"Maybe that'll give you a hint to keep it down when I'm trying to sleep."

"What I do during my night terrors is involuntary." The purple emotion tried to explain. His red counterpart hardly looked convinced.

A long sigh from the other side of the room broke the tension between them.

"Well, it sounds like you woke Sadness up too." Anger stated.

" _I_ woke her up?" Fear questioned with annoyance.

"Neither of you woke me up." Sadness explained without rolling over to face them. "I was already awake."

Fear dropped his resentment against Anger, immediately filled with concern.

"You were? Why?"

There was a pause, then she said. "Nothing, just having thoughts."

"Just keep your thoughts," he looked to Fear. "…and your nightmares to yourselves. I'm going back to bed." And with a grumble he crawled back under his covers.

Fear waited until he heard Anger snoring before turning back to Sadness and whispering, "Do you want to talk about it?"

She flipped over to talk to him face to face. Without her glasses her eyes seemed so small. It also looked like she had been crying.

"I don't want to bother you." She said.

"You won't bother me. I probably wasn't going to get much sleep tonight anyway."

She frowned and her eyes turned downwards with pity.

He insisted, "I know what it's like to be kept awake by your thoughts. You can tell me if something's bothering you."

"Arg, could you two wait until morning to be annoying?" Groaned Disgust from across the room.

The two sat hushed and embarrassed for a few awkward moments.

"I guess we should get back to bed, then." Sadness whispered even quieter than before.

"Oh, uh, if you want to, okay." He hesitantly agreed.

"Will you be okay? With your night terrors, I mean." She asked.

"Not much I can do about it." He shrugged, pulling himself back under his covers. "But they haven't killed me yet…Night Terrors can't kill you, right?"

She blinked. "I don't think so."

He took her word for it and laid his head down and closed his eyes.

The silence in the room didn't last. Before long he was again whimpering and crying out loud and flailing his arms, tossing his blanket askew. He woke up abruptly, ejected from the horrors too great for him to handle. His eyes searched the room as he regained his bearings, realizing he was no longer a prisoner of his nightmare. He screamed again, startled by the sight of Sadness standing over his bedside.

"Oh, I'm sorry." She pleaded, backing away, looking terribly embarrassed. "I just felt so bad hearing you screaming and I didn't know what I should do, I wasn't sure if I should wake you up or not, but I wanted to help you somehow but I just made things worse, didn't I?"

He blinked, catching his breath, then he shook his head.

"No, no, you're not making things worse." He insisted.

"I'll go back to bed now. I'm sorry if I disturbed you." She started shuffling back to her bed.

"Oh no, you only gave me a little fright, which isn't anything new for me." He paused, a thought coming to him. "I didn't bother _you_ did I?"

She looked back at him. "No, not really. Actually, I guess I kind of like hearing all the noises you guys make at night." She turned her gaze to the back of the room where Anger's snoring and Disgust's small snuffling filled the quiet. "It lets me know I'm not all alone."

He frowned, remembering their conversation from last night.

"Are you feeling alone tonight? Is that why you were crying?"

She looked down at her slippers. "A little, maybe."

"Why?"

"Sometimes at night I just think about all the sad things that have happened during the day. Usually it helps me fall asleep, but sometimes I can't help but wonder if Joy or the others would tell me I'm being silly. That I'm wasting my time thinking about stuff Riley can't control."

"I don't think it's silly. I obsess over things Riley can't control all the time. Although that's the stuff that usually keeps me up all night."

"Do you think it would help if you were to tell me all the things that bother you? Maybe it would get your mind off of them, then we could both fall asleep."

"Actually, I think that would help." He said. "You wouldn't mind?"

"No. I think it would be nice." She smiled. "But we'd have to be quiet not to wake up Anger and Disgust."

"Yeah." He thought a moment. "We could…" he stopped, suddenly blushing. "Never mind. You wouldn't want that."

She looked up, curious. "Wouldn't want what?"

He hesitated, looking a little sweaty. "Uh, maybe we'd be quieter if we…s, shared a bed." He shuttered with embarrassment. "Just forget I asked that."

"No. I like that idea." She said, blushing a little herself. She lifted the edge of her blanket invitingly. "We can share mine if that's okay."

"O…okay." He stammered, climbing out of his own bed and following suit as she climbed into hers.

"I have to warn you." He said. "I sweat when I'm nervous."

"That's okay." She said. "I cry in my sleep. Chances are, neither of us are going to wake up dry."

He got under the covers and she did her best to tuck them both in.

"So, where did you want to start?" She asked.

"Well, The big holidays are coming up," he began quietly near her ear. "Riley's going to have to find gifts for everyone, and that can be so stressful."

"And most of her family is still in Minnesota." She added. "We may not get to see them this year."

He shifted slightly and wrapped his long arm around her.

"Yeah, and grandma's getting old…what if she dies before Riley gets to see her again?"

"That would be terrible." She took his hand in hers, holding it close to her chest.

"We should remind Riley to give her a call. Maybe tomorrow."

"That would be nice. We haven't talked to her in a while. She's probably feeling lonely."

Their conversation lasted hours until they both dozed off into a deep, restful sleep. And to both their pleasant surprise, the next morning, neither of them were the least big damp.

[The End]


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